Exhibit 10.1

 

    DATED 13 April 2017  
 
 

EBONEX LIMITED

 

and

 

AQUA METALS, INC.

 

(1)

 

(2)

 

 

 

AGREEMENT

 

for the sale and purchase of the entire issued share capital of Ebonex IPR Limited and other matters related to the proposed acquisition

 

 
         

 

 

 

 

 

 

THIS AGREEMENT is made on 13 April 2017

 

BETWEEN:

 

(1)EBONEX LIMITED, a company registered in England and Wales with company number 09224581 whose registered address is at Second Floor, 16 St. Cuthberts Street, Bedford, Bedfordshire, MK40 3JG (“Seller”); and

 

(2)AQUA METALS, INC., a company registered in Delaware, U.S.A. (company registration number 47-1169572 whose address is at 1010 Atlantic Avenue, Alameda CA 94501 (“Buyer”).

 

WHEREAS:

 

(A)The Seller is the registered holder and the beneficial owner of all of the issued shares in EIPRL.

 

(B)The Seller is willing to sell such shares to the Buyer, and the Buyer is willing to purchase them, by exercising the EIPRL Option (as defined below) and on the terms of this Agreement.

 

NOW IT IS AGREED:

 

1Definitions and interpretation

 

1.1In this Agreement unless the context otherwise requires:

 

Accounts” means the audited financial statements of EIPRL comprising EIPRL’s individual accounts as defined in sections 394 and 396 CA 2006 including the cash flow statement, notes to those accounts and the associated directors’ and auditors’ reports, for the financial year ended on the Accounts Date;

 

Accounts Date” means 30 June 2015;

 

AQM” means Aqua Metals, Inc., a company listed on NASDAQ with stock code “AQMS”;

 

AQM Common Stock” means the $0.001 par value common stock of the Buyer;

 

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AQM Consideration Shares” means such number of shares of AQM Common Stock equal to USD2,200,000 divided by the AQM VWAP as of the date of this Agreement;

 

AQM VWAP” means, for any date, the daily volume weighted average price of the AQM Common Stock for the ten (10) trading days prior to such date (or the nearest preceding date) on NASDAQ as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. New York City time to 4:02 p.m. New York City time);

 

Associated Person” means in relation to a company, a person (including an employee, agent or subsidiary) who performs or has performed services for or on that company’s behalf;

 

business day” means a day on which banks are ordinarily open for the transaction of normal banking business in London;

 

business hours” means between 9.00 a.m. and 5.00 p.m. on a business day;

 

Business IPR” means all EIPRL IPR and rights in any Relevant Third Party IPR;

 

Buyer’s Solicitors” means K&L Gates LLP, One New Change, London EC4M 9AF;

 

CA 2006” means the Companies Act 2006;

 

Call Option Agreement” means the call option agreement dated 5 April 2016 between the Seller and the Buyer;

 

Claim” means a claim by the Buyer against the Seller under the Warranties or any other provision of this Agreement;

 

Competition Law” means the national and directly effective legislation of any jurisdiction which governs the conduct of companies or individuals in relation to restrictive or other anti-competitive agreements or practices, dominant or monopoly market positions (whether held individually or collectively) and the control of acquisitions or mergers;

 

Completion” means completion of the sale and purchase of the Sale Shares by the performance by the parties of their respective obligations under Clause 6 and Schedule 3;

 

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Completion Date” means the date of this Agreement;

 

Confidential Information” means all industrial, commercial, technical, financial and other information wherever located and of whatever nature and in whatever form (whether written, oral, visual, recorded, graphical, electronic or otherwise) relating to the activities of EIPRL, which is, or may be, secret or confidential and including (but not limited to) records, trade secrets, formulae, processes, methods and equivalent information in connection with the products manufactured, produced, distributed and sold and the services supplied by EIPRL and the customers and suppliers of EIPRL;

 

Data Protection Legislation” means the DPA, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner;

 

Disclosure Letter” means the letter of the same date as this Agreement in the agreed form from the Seller to the Buyer qualifying the Warranties;

 

Domain Names” means the domain names listed in Schedule 7;

 

DPA” means the Data Protection Act 1998;

 

EIPRL” means Ebonex IPR Limited, a company registered in England and Wales with company number 09288783 whose registered address is at Second Floor 16 St. Cuthberts Street, Bedford, Bedfordshire, England, MK40 3JG (details of which are set out in Schedule 1);

 

EIPRL IPR” means all Intellectual Property Rights solely or jointly owned by EIPRL, including but not limited to all items identified as EIPRL IPR in Schedule 7;

 

EIPRL Option” means the option to purchase the entire issued share capital of EIPRL pursuant to the Call Option Agreement;

 

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EIPRL Software” means any Software in which the Intellectual Property Rights are solely or jointly owned by EIPRL, including but not limited to all items identified as EIPRL Software in Schedule 7;

 

EL Equity” means all the shareholders of the Seller as at Completion, which include 1) Clive Anthony Davies; 2) Low Carbon Innovation Fund Limited; 3) NES Partners; and 4) Atraverda USA;

 

Encumbrance” means any mortgage, charge, pledge, lien, hypothecation, assignment by way of security, option or obligation to grant an option, restriction, claim, right of pre-emption, right of first refusal, third party right or interest, other encumbrance or security interest of any kind or other preferential arrangement having similar effect, not including restrictions on transfer under the Securities Act;

 

ETL” means Ebonex Technologies Limited, a company registered in England and Wales with company number 08249948 whose registered address is at Units A&B Roseheyworth Business Park, Abertillery, Gwent, Wales, NP13 1SX;

 

Guarantee” means any guarantee, suretyship, indemnity, letter of comfort or other obligation, bonding liability or similar contingent liability whether given directly or by way of counter-indemnity, by EIPRL to any third party in respect of a liability of any person other than EIPRL;

 

HMRC” means HM Revenue and Customs;

 

holding company” means a holding company as defined by section 1159 CA 2006 or a parent undertaking as defined by section 1162 CA 2006;

 

Intellectual Property Rights” means rights to inventions (whether patentable or not), rights in get-up, patents and supplementary protection certificates, utility models, trade marks (including logos and strap lines), service marks, domain names, websites, rights in designs, trade or business names, copyrights, rights in the nature of copyright, database and unfair extraction rights and rights in confidential information (including trade secrets and know-how), in each case for the full term thereof throughout the world, whether past, present or future and whether or not registered or recorded in any manner, and all similar or equivalent rights, together with applications (and the right to make applications) for and renewals, re-issues, extensions, divisions and continuations of, and goodwill and the right to sue for passing off or in unfair competition relating to, any of the above;

 

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IP Licence” means any licence, sub-licence, agreement, authorisation or permission, whether express or implied and whether or not in writing, to which EIPRL is a party, relating to the use, enjoyment and/or exploitation by EIPRL of any Third Party IPR or by any third party of any Business IPR, including (for the avoidance of doubt) the Deed of Assignment of Business IP dated 12 December 2014 between Atraverda USA, Inc, the Seller and EIPRL;

 

ITA 2007” means the Income Tax Act 2007;

 

Management Accounts” means the unaudited management accounts of EIPRL for the period from the Accounts Date to the Management Accounts Date;

 

Management Accounts Date” means 28 February 2017;

 

Non-Tax Claim” means any Claim which is not a Tax Claim;

 

Personal Data” means personal data (as defined in the DPA) processed by EIPRL;

 

Registered EIPRL IPR” means all EIPRL IPR that have been registered or that are applications for registration of Intellectual Property Rights or for registered Intellectual Property Rights;

 

related company” in relation to any company means any subsidiary or holding company of that company or any other subsidiary of that company’s holding company;

 

Relevant Breach” means any event, matter or circumstance which is inconsistent with, contrary to or otherwise a breach of any of the Warranties (as qualified by Clause 8.2);

 

Relevant Third Party IPR” means all Third Party IPR licensed to EIPRL or the subject matter of which is used by EIPRL, including but not limited to all Intellectual Property Rights identified as Relevant Third Party IPR in Schedule 7;

 

Residual Liability” means a potential liability of the Seller in respect of a Claim at the time of a novation thereof pursuant to paragraph 9 of Schedule 6;

 

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Sale Shares” means the issued 1,448,263 ordinary shares of £1 each in the capital of EIPRL, being the entire issued share capital of EIPRL as at the date of this Agreement;

 

SEC” means the U.S. Securities and Exchange Commission;

 

Securities Act” means the U.S. Securities Act of 1933, as amended, including all rules and regulations promulgated thereunder;

 

Seller’s Solicitors” means Mills & Reeve LLP registered in England & Wales with number OC326165 of Botanic House, 100 Hills Road, Cambridge, CB2 1PH (ref: CBM/4036682-0001);

 

Software” means computer programs (including but not limited to software applications, databases, operating systems, compilers, and firmware and any other computer programs embedded in any information or communications technology equipment) whether in source code or object code form, and including any accompanying user guides and/or manuals;

 

Software Licence” means any licence, sub-licence, agreement, authorisation or permission, whether express or implied and whether or not in writing, relating to the use, enjoyment and/or exploitation by EIPRL of any Third Party Software or by any third party of any EIPRL Software;

 

subsidiary” means a subsidiary as defined by section 1159 CA 2006;

 

subsidiary undertaking” means a subsidiary undertaking as defined by section 1162 CA 2006;

 

Tax Claim” means a Claim by the Buyer against the Seller under the Tax Warranties;

 

Tax Covenant” means the covenant in relation to tax set out in part C of Schedule 5;

 

Tax Warranties” means the Warranties relating to taxation set out in part B of Schedule 5;

 

Third Party IPR” means all Intellectual Property Rights not solely owned by EIPRL;

 

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Third Party Software” means any Software used by EIPRL that is not solely owned by EIPRL, including but not limited to all items identified as Third Party Software in Schedule 7;

 

use” in the context of any Intellectual Property Rights means use of the subject matter of such rights including but not limited to any such use that would, without the consent of the owner of the Intellectual Property Rights, be an infringement or breach of such Intellectual Property Rights;

 

VATA 1994” means the Value Added Tax Act 1994;

 

Virus” means any software programme or code intended to destroy, interfere with, corrupt, or cause undesired effects on programme files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether such software programme is introduced wilfully, negligently or without knowledge of its existence;

 

Warranties” means the warranties set out in Schedule 4 and part B of Schedule 5; and

 

Websites” means the websites owned and/or operated by or on behalf of EIPRL at the Domain Names, including but not limited to any content appearing at such websites.

 

1.2In this Agreement unless the context otherwise requires:

 

1.2.1a document expressed to be “in the agreed form” means a document in a form which has been agreed by the parties on or before the date of this Agreement;

 

1.2.2references to a Clause or Schedule are to a Clause of, or a schedule to, this Agreement, references to this Agreement include its schedules and references in a schedule or part of a schedule to a paragraph are to a paragraph of that schedule or that part of that schedule;

 

1.2.3references to this Agreement or any other document or to any specified provision of this Agreement or any other document are to this Agreement, that document or that provision as in force for the time being and as amended from time to time in accordance with the terms of this Agreement or that document or, as the case may be, with the agreement of the relevant parties;

 

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1.2.4words importing the singular include the plural and vice versa and words importing a gender include every gender;

 

1.2.5the table of contents and the descriptive headings to Clauses, Schedules and paragraphs are inserted for convenience only, have no legal effect and shall be ignored in the interpretation of this Agreement;

 

1.2.6references to persons or companies, except where used in reference to EIPRL, will include any partnership, undertaking or other body of persons, whether incorporated or not incorporated and whether now existing or hereafter to be formed;

 

1.2.7references to any enactment (meaning any statute or statutory provision, whether of the United Kingdom or elsewhere, any subordinate legislation (as defined by section 21(1) Interpretation Act 1978) and any other subordinate legislation made under any such statute or statutory provision) shall be construed as references to:

 

(i)any enactment which that enactment has directly or indirectly replaced (whether with or without modification); and

 

(ii)that enactment as re-enacted, replaced or modified from time to time, before or on the date of this Agreement, or after the date of this Agreement except to the extent that the liability of any party is thereby increased or extended; and

 

1.2.8the words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

 

2Exercise of Call Option

 

2.1Pursuant to the Call Option Agreement, the Buyer hereby gives notice of its exercise of the EIRL Option on the date of this Agreement and the parties agree that the Exercise Period under the Call Option Agreement shall be deemed extended to permit this (but without any additional monthly fee being due).

 

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2.2The Seller acknowledges that it has received the monthly payments of US$15,000 payable by the Buyer pursuant to clause 2.3 of the Call Option Agreement and covenants that is has at all times complied with its obligations and undertakings in the Call Option Agreement, including, without limitation, each of them set out in clause 2.4, clause 7 and clause 8 therein.

 

3Sale of the Sale Shares

 

3.1The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the Sale Shares.

 

3.2The Seller shall sell and transfer the Sale Shares with full title guarantee and free from any Encumbrance and with all rights and benefits attached or accruing to them at or after the date of this Agreement (including the right to receive all dividends, distributions or any return of capital declared, paid or made by EIPRL on or after Completion).

 

4Consideration

 

4.1The consideration for the sale of the Sale Shares shall be a cash amount of US$100,000 (the “Completion Payment”) and the issuance by the Buyer to the Seller of the AQM Consideration Shares, being in such number as is US$2,200,000, divided by the AQM VWAP as measured as at the date of this Agreement.

 

4.2The Buyer covenants with the Seller that:

 

4.2.1it has all the right to issue the AQM Consideration Shares on the terms set out in this Agreement, and particularly:

 

(i)it has obtained the relevant approval by the board of directors of AQM (and that by the required majority of shareholders in AQM, if applicable) for the issuance of the AQM Consideration Shares on the terms set out in this Agreement;

 

(ii)all the necessary filing, notification or other submission to the SEC for the purpose of giving effect to the issuance of the AQM Consideration Shares on the terms set out in this Agreement has been or will be made in a timely manner to, and accepted by the SEC at the cost of the Buyer; and

 

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(iii)the Buyer will fully cooperate in any transfer of AQM Consideration Shares by the Seller to EL Equity in a transaction exempt from the registration requirements of Section 5 of the Securities Act, including the provision of any required opinion of counsel at AQM’s expense; and

 

4.2.2it shall issue the AQM Consideration Shares free from all Encumbrances.

 

4.3The Seller acknowledges that the AQM Consideration Shares issuable pursuant to Clause 4.1 will be issued as restricted securities within the meaning of Rule 144 under the Securities Act, and may not be sold or otherwise transferred other than pursuant to an effective registration statement or an exemption from registration. The Seller represents and warrants that it is acquiring the AQM Consideration Shares for its own account and with no present expectation of further distributing the AQM Consideration Shares. The Seller understands and agrees that the certificates for the AQM Consideration Shares shall bear a restrictive legend in substantially the following form:

 

“The Securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered for sale, sold, or otherwise disposed of, except in compliance with the registration provisions of such Act or pursuant to an exemption from such registration provisions, the availability of which is to be established to the satisfaction of the Company and confirmed by an opinion of counsel acceptable to the Company in its reasonable discretion.”

 

4.4The Seller acknowledges that it has accessed and reviewed the Buyer’s reports on file with the SEC, including Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and all subsequently filed reports (“SEC Filings”). The Seller acknowledges that the offer and sale of the AQM Consideration Shares is being made only by means of this Agreement and understands that the Buyer has not authorised the use of, and the Seller confirms that it is not relying upon, any other information, written or oral, other than material contained in this Agreement for the SEC Filings. The Seller is aware that the purchase of the Consideration Shares involves a high degree of risk and that the Seller may sustain, and has the financial ability to sustain, the loss of its entire investment in the Consideration Shares.

 

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4.5The Seller undertakes not to transfer the AQM Consideration Shares save for a market sale.

 

5Pre-Completion matters (including conditions precedent and related undertakings)

 

5.1The obligations of the parties for the sale and purchase of the Sale Shares under this Agreement are conditional on the outstanding intercompany loan of £1,500,000 owed by EIPRL to the Seller together with accrued interest thereon being repaid in full by way of EIPRL allotting and issuing 1,500,000 ordinary shares of £1.00 each in its share capital to the Seller, prior to Completion (“Condition”);

 

5.2The Buyer reserves the right to waive (to such extent as it may think fit) the Condition.

 

5.3Any waiver by the Buyer under Clause 5.2 is without prejudice to any other rights which the Buyer (as the case may be) may have under this Agreement.

 

6Completion

 

6.1Completion shall take place at the offices of the Seller’s Solicitors or at such other place as the parties may agree immediately after the signing and exchange of this Agreement when all (but not part only unless the parties shall so agree) of the business referred to in Schedule 3 shall be transacted.

 

6.2The Seller undertakes to use the Completion Payment promptly to pay for certain costs, including the rent for certain units at the Abertillery industrial estate, for a period of six months from the Completion Date in accordance with such timetable for payment as the parties agree.

 

7Post-Completion matters

 

7.1The Seller undertakes that for so long as it remains the registered holder of any of the Sale Shares after Completion it will:

 

7.1.1hold the Sale Shares and any dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of them after Completion and all rights arising out of or in connection with them in trust for the Buyer and its successors in title; and

 

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7.1.2deal with and dispose of the Sale Shares and all such dividends, distributions and rights as are described in Clause 7.1.1 as the Buyer (or any such successor) may direct.

 

7.2From Completion until such time as the Buyer is entered in the register of members of EIPRL as the registered holder of the Sale Shares the Seller irrevocably appoints the Buyer as its lawful attorney for the purpose of:

 

7.2.1signifying agreement to any written resolution of EIPRL circulated in accordance with Chapter 2 of Part 13 of CA 2006; and

 

7.2.2receiving notices of and attending and voting at all meetings of the members of EIPRL.

 

7.3The Seller authorises and directs:

 

7.3.1EIPRL to send any written resolutions and notices in respect of its holding of the Sale Shares to the Buyer; and

 

7.3.2the Buyer to complete the same in such manner as it thinks fit and to return proxy cards, consents to short notice and any other documents required to be signed by it in its capacity as a member of EIPRL.

 

7.4The Seller shall at its own cost execute or, so far as each is able, procure that any necessary third party shall execute all such documents and/or do or, so far as each is able, procure the doing of such acts and things as the Buyer shall after Completion reasonably require in order to give effect to this Agreement and any documents entered into pursuant to it.

 

8Warranties

 

8.1In consideration of the Buyer entering into this Agreement the Seller warrants to the Buyer:

 

8.1.1(subject to Clause 8.2) in the terms of the Warranties;

 

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8.1.2that each statement set out in Schedule 4 is true and accurate at the date of this Agreement; and

 

8.1.3that any Warranty which is qualified as being made “so far as the Seller is aware” or “to the best of the knowledge, information and belief of the Seller” has been so qualified after making reasonable enquiry of the directors of EIPRL, Mr Keith Ellis of ETL and Mr Edward Morse of Boult Wade Tennant.

 

8.2The Warranties are qualified by the matters fairly disclosed in the Disclosure Letter and for this purpose “fairly disclosed” means accurate and clearly understand the nature and scope of the matter and disclosed in such manner and in such detail as to enable the Buyer to make an informed assessment of the matter concerned.

 

8.3Each Warranty shall be construed independently and shall not be limited by reference to any other Warranty or by any other provision of this Agreement.

 

8.4The Warranties shall not in any respect be extinguished or affected by Completion.

 

8.5All claims by the Buyer for damages or compensation in respect of any Relevant Breach under this Agreement shall be subject to the provisions for the protection of the Seller in Schedule 6.

 

8.6None of the limitations contained in Schedule 6 or elsewhere in this Agreement shall apply to exclude or limit the liability of the Vendor in respect of any claim under the Warranties which arises or is increased or which is delayed as a result of fraud, wilful misconduct or wilful concealment by the Vendor or the Company or any their respective directors, officers, employees, agents or advisers.

 

9Tax Covenant

 

9.1The Seller covenants with the Buyer on the terms of the Tax Covenant whose provisions, together with the provisions in Schedule 5 generally, shall take effect from Completion.

 

10Continuing effects of this Agreement

 

10.1All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding Completion except in respect of those matters then already performed and Completion shall not constitute a waiver of any of the Buyer’s rights in relation to this Agreement.

 

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11Announcements and confidentiality

 

11.1Save as (but only to the extent) expressly required by law or by any relevant regulatory, governmental or quasi-governmental authority, all announcements by, for or on behalf of any of the parties to this Agreement concerning the existence or content of this Agreement and any document in the agreed form shall be in a form approved in writing by the parties in advance of issue.

 

11.2Each party shall at all times after the date of this Agreement keep and procure to be kept strictly confidential all information belonging to any of the other parties received or obtained as a result of entering into or performing this Agreement and any document in the agreed form which relates to:

 

11.2.1the subject matter and provisions of this Agreement;

 

11.2.2the negotiations relating to this Agreement; and

 

11.2.3the business, operations, assets, liabilities or financial or other affairs (including future plans and targets ) of each of the other parties,

 

and shall neither use nor disclose any such information except for the purposes of the proper performance of this Agreement or with the prior written consent of the other parties. Where disclosure is made to any employee, consultant, adviser or agent, it shall be made subject to obligations equivalent to those set out in this Agreement and each party shall use its reasonable endeavours to procure that any such employee, consultant, adviser or agent complies with all those obligations. Each party shall be responsible to each of the other parties in respect of any disclosure or use of any such information belonging to the other parties by a person to whom disclosure is made. In this Clause 11.2 disclosure includes disclosure in writing or by any other means.

 

11.3The obligations of confidentiality in this Clause 11 shall not extend to a party in respect of any matter which that party can show:

 

11.3.1is in or the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement;

 

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11.3.2was in that party’s written records prior to the date of this Agreement and not subject to any obligations of confidentiality;

 

11.3.3was independently disclosed to that party by a third party entitled to disclose it;

 

11.3.4is required to be disclosed for the purposes of stamping, by law of any relevant jurisdiction or for the purpose of any judicial or quasi-judicial proceedings;

 

11.3.5is required by or for the purposes of any filing or registration by a party with any regulatory, governmental or quasi-governmental authority to which any party is subject or submits and wherever situated, (including the UK Listing Authority, the Land Registry and HMRC) and whether or not the requirement for information has the force of law; or

 

11.3.6is disclosed on a strictly confidential, need to know basis to the employees, professional advisors, auditors, potential financiers and bankers of such party.

 

12Releases, waivers, etc by the Buyer

 

12.1No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each party.

 

12.2Failure or delay by any party in exercising any right or remedy under this Agreement will not in any circumstances operate as a waiver of it, nor will any single or partial exercise of any right or remedy in any circumstances preclude any other or further exercise of it or the exercise of any other right or remedy.

 

12.3Any waiver of any breach of, or any default under, any of the terms of this Agreement will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.

 

13Notices

 

13.1Except as otherwise provided in this Agreement, every notice (including any request, demand, instructions, communication or other document) under this Agreement shall be in writing and shall be deemed to be duly given if it is addressed to the party to whom it is intended (if intended for the Seller, addressed to David Casale, c/o Turquoise International Limited, 2 Lambeth Hill, EC4V 4GG and Dr. Stephen Clarke of Aqua Metals, Inc., 101 Atlantic Avenue, Alameda, CA 94501 if intended for the Buyer) to be given at its authorised address and:

 

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13.1.1delivered by hand personally to the addressee; or

 

13.1.2duly sent by prepaid first class post (or by airmail registered post if overseas),

 

and, in proving the giving or service of such notice, it shall be conclusive evidence to prove that the envelope containing such notice was addressed to the authorised address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid first class post (or airmail registered post if overseas) letter. The fact that the intended recipient of a notice shows that he did not receive the same, whether or not that fact was known to the giver of the notice, shall not derogate from the effectiveness in law of the service as provided by this Clause 13.

 

13.2For the purposes of this Clause 13, the authorised address of the Seller shall be the address of the Seller’ Solicitors, the authorised address of the Buyer shall be 1010 Atlantic Avenue, Alameda, CA 94501 and the authorised address of EIPRL and ETL shall be the address of its respective registered office for the time being.

 

13.3Any notice duly given within the meaning of Clause 13.1 shall be deemed to have been both given and received:

 

13.3.1if it is delivered in accordance with Clause 13.1.1, upon such delivery; or

 

13.3.2if it is duly posted in accordance with Clause 13.1.2, on the second (or, when sent by airmail, fifth) business day after the day of posting.

 

13.4No party shall attempt to prevent or delay the service upon it of any notice connected with this Agreement.

 

14Entire Agreement

 

14.2This Agreement (together with all documents which are required by its terms to be entered into by the parties or any of them) constitutes the entire agreement between the parties and supersedes and replaces any previous oral or written agreement between the parties relating to the subject matter of this Agreement.

 

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14.3Nothing in this Clause will have the effect of limiting or restricting any liability of the parties arising as a result of any fraud.

 

15Severability

 

15.1Each provision of this Agreement is severable and distinct from the others. The parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If any such provision is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of this Agreement but (except to that extent in the case of that provision) it and all other provisions of this Agreement shall continue in full force and effect and their validity, legality and enforceability shall not be thereby affected or impaired, provided that the operation of this Clause 15 would not negate the commercial intent and purpose of the parties under this Agreement.

 

15.2If any provision of this Agreement is illegal or unenforceable as a result of any time period being stated to endure for a period in excess of that permitted by a regulatory authority, that provision shall take effect with a time period that is acceptable to the relevant regulatory authorities subject to it not negating the commercial intent of the parties under this Agreement.

 

16Counterparts

 

16.1This Agreement may be entered into in any number of counterparts, and each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original, but, taken together, they shall constitute one instrument.

 

17Payment of costs

 

17.1Each of the parties shall be responsible for its respective legal and other costs incurred in relation to the negotiation, preparation and completion of this Agreement and all ancillary documents.

 

18Successors and assigns

 

18.1This Agreement shall be binding on and shall enure for the benefit of the successors in title and personal representatives of each party.

 

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19Third Party Rights

 

19.1Subject to Clause 21.2, no person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, provided that no right or remedy of any such third party which exists or is available otherwise than by virtue of that Act shall be adversely affected by this Agreement.

 

20Applicable law and submission to jurisdiction

 

20.1This Agreement shall be governed by and construed in accordance with English law. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this Agreement (including any non-contractual dispute or claim).

 

21Assignment

 

21.1Subject to Clause 21.2, neither party may assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement or all or any of its rights or benefits arising under or out of this Agreement without the prior written consent of each other party.

 

21.2The Purchaser may at any time, without the consent of the Vendor, assign, grant a security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement or all or any of its rights or benefits arising under or out of this Agreement to or for:

 

21.2.1any other member of the Purchaser’s Group; or

 

21.2.2any person providing any loan or other financial facility to the Purchaser or any other member of the Purchaser’s Group; or

 

21.2.3any person to whom any of the Shares are sold or transferred following Completion.

 

22Buyer’s Assurances

 

22.1The Buyer warrants to the Seller that it has the requisite power and authority to enter into and perform this Agreement and that this Agreement constitutes a valid, legal and binding obligation on the Buyer in accordance with its terms and, without prejudice to the generality of the foregoing, the Buyer further warrants that all authorisations, approvals, consents and licences required by the Buyer to permit the Buyer to enter into this Agreement and the arrangements herein contemplated have been unconditionally and irrevocably obtained and are in full force and effect.

 

19 

 

 

22.2The Buyer warrants to the Seller that there are no circumstances within the actual knowledge of the Buyer or its officers or employees at the date of this Agreement which entitle the Buyer to make a Claim.

 

IN WITNESS of which this Agreement has been executed as a deed and delivered on the date stated at the beginning.

 

20 

 

 

Schedule 1

 

EIPRL

 

Date and place of incorporation: 30 October 2014, England and Wales
Registered number: 09288783
Registered office: Second Floor 16 St. Cuthberts Street, Bedford, Bedfordshire, England, MK40 3JG
Issued share capital: 1,448,263 ordinary shares of £1.00 each
Directors:

Clive Anthony Davies;

 

Poul Erik Schou-Pedersen;

 

Michael Greenlee;

 

LCIF Representatives

 

Secretary: N/A
Bankers: HSBC
Accounting reference date: 30 June

 

21 

 

 

Schedule 2

 

The assets

 

22 

 

 

Fixed Asset – Plant & Machinery

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
A1211/05 Impression Tooling - Accuma Plastic - WITH SUPPLIER S ACC002 13/12/2011 £11,550.60 £1,925.10 £9,625.50
0609/627 A Frame Gantry with electric travelling hoist - Unit A   ARB001 18/06/2009 £3,558.00 £2,372.00 £1,186.00
0709/634 Scissor Type Lift Tongs - Unit A   ARB001 28/07/2009 £458.00 £297.69 £160.31
1005/620 Benetec - Composite Plate saw - Unit A   BEN001 01/10/2005 £3,980.00 £3,980.00 £0.00
1205/626 Benetec - Plate Saw - Unit A   BEN001 01/12/2005 £3,970.00 £3,970.00 £0.00
1106/642 Bipel Press 300/400  2/3 payment - Unit B   BIP001 01/11/2006 £26,100.00 £26,100.00 £0.00
0305/601 Bipel Press - Unit B   BIP001 01/03/2006 £14,334.00 £14,334.00 £0.00
0606/623 Bipel Press 300/400 Press 1/3 payt - Unit B   BIP001 01/06/2006 £13,050.00 £13,050.00 £0.00
0210/611 Bipel 150T Press Upgrade - Unit B   BIP001 03/02/2010 £11,240.00 £5,994.64 £5,245.36
1204/601 Bipel Press - Deposit - Unit B   BIP001 01/12/2004 £7,167.00 £7,167.00 £0.00
1106/645 Bipel Press - Cartridge heated platens for r400T - Unit B   BIP001 01/11/2006 £6,440.00 £6,440.00 £0.00
1106/644 Bipel 300/400 press 10% payment - Unit B   BIP001 01/11/2006 £4,350.00 £4,350.00 £0.00
0107/600 Bipel Press - Base Plate for 400T - Unit B   BIP001 01/01/2007 £3,532.20 £3,532.20 £0.00
0309/608 Bipel Press - Heated Platen - Unit B   BIP001 01/03/2009 £3,359.72 £2,351.82 £1,007.90
1106/643 Bipel Press - Delivery & siting - Unit B   BIP001 01/11/2006 £2,900.00 £2,900.00 £0.00
0706/626 Bipel Press - 30% deposit Heated Platens - Unit B   BIP001 01/07/2006 £2,760.00 £2,760.00 £0.00
1109/647 Bipel Press - Temperature Controller - Unit B   BIP001 23/09/2008 £1,337.92 £780.46 £557.46
1106/647 Bipel Press - Packing block - 30% - Unit B   BIP001 01/11/2006 £795.00 £795.00 £0.00
1106/646 Bipel Press - Base plate for 400T - 30% deposit - Unit B   BIP001 01/11/2006 £580.80 £580.80 £0.00
0209/692 Bipel Press - Heater Cartridges - Unit B   BIP001 10/02/2009 £434.12 £246.04 £188.08
1208/624 Bitrode - Life Cycle Tester - Battery Testing - Unit B O BIT001 01/12/2008 £31,150.35 £23,362.75 £7,787.60
1208/625 Bitrode Formation Rectifier - LCV8-50-48 - Lincon Batteries O BIT001 01/12/2008 £12,754.00 £9,565.56 £3,188.44
0408/613 Bitrode Cycle Life Tester - Lincon Batteries O BIT001 01/04/2008 £11,990.50 £10,591.62 £1,398.88
1208/627 Bitrode Formation Rectifier - LCV8-50-48 - Lincon Batteries O BIT001 01/12/2008 £5,466.00 £4,099.50 £1,366.50
1210/010 Bitrode Formation Rectifier - LCV8-50-48 - Lincon Batteries O BIT001 31/12/2008 £5,140.00 £2,827.07 £2,312.93
0408/612 BOGE SDF 24/2 Compressor - Unit A   BOG001 01/04/2008 £9,545.00 £8,431.44 £1,113.56
A0711/01 BOGE Compressor SDF CLF9 - Unit A   BOG001 27/07/2011 £6,020.00 £1,504.99 £4,515.01
A1011/01 M502Hi 240KHZ Linear VW Machine   BRA001 01/10/2011 £66,362.30 £13,272.46 £53,089.84

 

23 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
A0511/04 Branson Linear VW Machine M502Hi - Unit B - Shop Floor   BRA001 27/05/2011 £28,733.91 £8,141.28 £20,592.63
A0911/07 Branson VWF for Battery Frame - Unit B - Shop Floor   BRA001 26/09/2011 £17,503.00 £3,792.32 £13,710.68
B0812/01 Branson Vibration Weld Machine - Unit B - Shop Floor   BRA001 01/08/2012 £12,825.00 £712.42 £12,112.58
A0911/04 VW Tooling For Frame LH40071/RH40072 & End Caps-Unit B   BRA001 22/09/2011 £12,825.00 £2,778.75 £10,046.25
A0511/03 Branson VWF for Battery Frame - Unit B - Shop Floor   BRA001 27/05/2011 £8,787.00 £2,489.65 £6,297.35
0805/614 Buehler - Grinder Polisher - Lab B   BUE001 01/08/2005 £5,035.00 £5,035.00 £0.00
0809/670 Fluke 8845A Precision Multimeter - Battery Testing - Unit B   CAL001 01/08/2009 £343.48 £194.60 £148.88
A1211/06 Coater Laminator - Unit B   CAP001 30/11/2011 £11,842.00 £1,973.70 £9,868.30
0108/601 Furnace Carry fwd amount - Unit A   CMF001 01/01/2008 £126,452.51 £126,452.51 £0.00
0906/633 Furnace 30% pmt - Unit A   CMF001 01/09/2006 £78,439.02 £78,439.02 £0.00
0207/609 10% Furnace payment - Unit A   CMF001 01/02/2007 £50,893.87 £50,893.87 £0.00
0806/631 Prelim CM Furnace Pusher details - Unit A   CMF001 01/08/2006 £28,985.74 £28,985.74 £0.00
1209/661 VG/AM costs incurred for Furnace setup - Unit A   CMF001 31/12/2009 £21,729.11 £21,729.11 £0.00
1209/659 Furnace - Shipping, Commissioning & Training F CMF001 31/12/2009 £16,524.13 £16,524.13 £0.00
0609/666 Furnace labour and expenses incurred - Unit A F CMF001 10/06/2009 £11,672.28 £6,614.32 £5,057.96
0709/635 Furnace Asset Improvement - Unit A F CMF001 01/07/2009 £11,672.28 £10,838.01 £834.27
1009/640 Furnace Parts - Unit A F CMF001 01/10/2009 £10,786.72 £6,472.02 £4,314.70
0509/624 Installation & Modification of Furnace - Unit A F CMF001 18/05/2009 £7,292.20 £4,983.02 £2,309.18
1209/660 Furnace Parts - Unit A F CMF001 25/08/2009 £5,127.74 £2,905.70 £2,222.04
0909/673 Furnaces upgrade parts - Unit A F CMF001 02/09/2009 £3,647.95 £2,067.18 £1,580.77
0207/610 Furnace - Batt Pusher 12” - Unit A F CMF001 01/02/2007 £3,645.33 £3,645.33 £0.00
0905/616 Furnace Upgrade - Unit A F CMF001 01/09/2005 £3,155.00 £3,155.00 £0.00
0707/642 Furnace - Saggers (24) - Unit A F CMF001 01/07/2007 £2,278.80 £2,278.80 £0.00
0607/639 Furnace - Saggers (47) - Unit A F CMF001 01/06/2007 £2,234.10 £2,234.10 £0.00
0907/651 Furnace - Saggers (5) - Unit A F CMF001 01/09/2007 £2,193.83 £2,193.83 £0.00
0110/602 Furnace - Moly Grid Element - Unit A F CMF001 18/01/2010 £2,185.40 £1,201.94 £983.46
0210/607 Furnace - Parts - Unit A F CMF001 16/02/2010 £1,898.55 £1,012.54 £886.01
1209/662 Type C Ass’y for Furnace - Unit A F CMF001 30/06/2009 £1,466.64 £831.06 £635.58
0707/643 Furnace - Saggers 24 - Unit A F CMF001 01/07/2007 £1,111.01 £1,111.01 £0.00
0407/622 Furnace - Saggers (21) - Unit A F CMF001 01/04/2007 £994.99 £994.99 £0.00
1209/658 Furnace Part - Unit A F CMF001 16/12/2009 £941.02 £533.20 £407.82

 

24 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
1109/653 Furnace addition - Unit A F CMF001 11/06/2009 £710.33 £414.38 £295.95
1209/664 Furnace - Trigger Board - Unit A F CMF001 09/08/2009 £577.28 £327.12 £250.16
1209/663 Furnace - Fiber optic cables & Fuse indicator - Unit A F CMF001 18/08/2009 £568.57 £322.22 £246.35
1009/682 Furnace upgrade parts - Unit A F CMF001 15/10/2009 £505.52 £286.50 £219.02
A0911/08 Cool Technic - 1 x 4 Way Cassette System - OUTSIDE UNIT B   COO002 29/09/2011 £4,359.00 £944.45 £3,414.55
A0911/10 Cool Technic - 2 x Wall Mounted Units - OUTSIDE UNIT B   COO002 29/09/2011 £4,299.00 £931.45 £3,367.55
A0911/09 Cool Technic - 1 x Split System (Air con ) - OUTSIDE UNIT B   COO002 29/09/2011 £1,699.00 £368.12 £1,330.88
0207/612 Nilfisk Floor Cleaner - Shop Floor   CRF001 01/02/2007 £1,280.00 £1,280.00 £0.00
0905/619 Digatron - IBT 50-72-8 ME - Battery Testing   DIG001 01/09/2005 £41,123.10 £41,123.10 £0.00
1006/213 Digatron UBT 50-18-11(20) - Battery Tester   DIG001 01/10/2006 £36,778.60 £36,778.60 £0.00
0507/630 Digatron - LEG 50-18 ME with CAN LC - Battery Testing   DIG001 01/05/2007 £22,735.62 £22,735.62 £0.00
B0512/03 Digatron - Commissioning of Equipment   DIG001 01/05/2012 £3,702.26 £514.15 £3,188.11
B0312/04 Digatron Digital Firing Circuits - Battery Testing - Unit B   DIG003 01/03/2012 £40,418.82 £4,715.55 £35,703.27
1010/628 Digatron Firing Circuits - UBT-10-12 (18)-24 ME - Lincon   DIG003 01/10/2010 £37,586.66 £14,408.17 £23,178.49
A1211/04 Digatron Digital Firing Circuits - Battery Testing - Unit B   DIG003 01/12/2011 £23,851.89 £5,962.41 £17,889.48
A0211/08 Digatron Commissiong for Equipment - Battery Testing   DIG003 02/02/2011 £2,208.77 £699.42 £1,509.35
A0211/07 Digatron Additional Field Engineer for Circuits - Batt Test   DIG003 02/02/2011 £756.65 £239.60 £517.05
B0512/04 One Day Engineer for Commissioning Cost   DIG003 01/05/2012 £719.32 £99.90 £619.42
0609/626 Hydrogen Detection System - Installation - Unit A F DRA002 10/06/2009 £4,260.00 £2,840.00 £1,420.00
0309/612 Hydrogen Detetion System - Unit A F DRA002 01/05/2009 £3,010.00 £2,107.02 £902.98
0407/619 Furnace - SWA Cable - Unit A F EFS001 01/04/2007 £2,568.00 £2,568.00 £0.00
A0611/07 7060VF-1786 VW Fixture Prototype VWF - Unit B F EME001 01/06/2011 £2,240.00 £597.32 £1,642.68
0309/613 Fisher Saggers - Furnace - Unit A F FIS002 01/03/2009 £3,444.25 £2,410.95 £1,033.30
1009/644 Twin Cavity Compression Mould - On Large Bipel Press   FSG001 30/10/2009 £12,966.00 £7,779.60 £5,186.40
0407/627 Installation of furnace - Unit A F GEM001 01/04/2007 £7,158.77 £7,158.77 £0.00
0407/628 1st Phase installation of furnace - Unit A F GEM001 01/04/2007 £2,885.89 £2,885.89 £0.00
1109/655 Hoiki 3554 Battery HiTESTER - Battery Testing   GMC001 27/02/2009 £1,399.00 £816.12 £582.88
0608/615 Soben Microscope - Lab B   GOI001 01/06/2008 £486.45 £413.50 £72.95
0310/614 DT505 Universal Data Logger - Battery Testing   GRA003 01/03/2010 £1,881.00 £971.85 £909.15
0710/619 Guyson - Phasebead Blasting Cabinet - Unit A   GUY001 07/07/2010 £5,860.74 £2,637.34 £3,223.40
1009/641 Rotary Furnace & Set Up - Unit A   HAR002 08/10/2009 £15,034.45 £9,020.67 £6,013.78

 

25 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
0809/636 Rotary Set Up and Lab Test Days - SERVICES   HAR002 12/08/2009 £10,824.97 £7,406.45 £3,418.52
B0412/04 Conveyor - Medium Wave Infra Red Heater Panel - Unit B   HIR001 16/04/2012 £3,595.00 £599.10 £2,995.90
0709/632 Induction welding equipment - Unit B   IND002 22/07/2009 £15,750.00 £10,237.50 £5,512.50
0509/622 Air Cooled Chiller - Unit B   IND003 30/04/2009 £8,188.00 £5,595.15 £2,592.85
0309/609 Acid Filler   KAL001 01/03/2009 £29,559.92 £20,691.96 £8,867.96
0809/637 Acid Filler   KAL001 01/08/2009 £9,017.17 £5,710.87 £3,306.30
A0411/01 Mould Tooling for 2V Cell Box/Lid/Wedge Spacer - WITH SUPPLIER S KPT001 08/04/2011 £8,360.00 £2,507.98 £5,852.02
A0611/03 Mould Tooling for 2V Cell Box/Lid Wedge Spacer - WITH SUPPLIER S KPT001 09/06/2011 £6,270.00 £1,672.00 £4,598.00
A0511/02 Knights Mould Tooling for 2v Cell Box & Lid - WITH SUPPLIER S KPT001 25/05/2011 £6,270.00 £1,776.50 £4,493.50
0610/617 LR10KPLUS MT Machine - Lab B   LLO001 28/06/2010 £11,831.00 £5,521.12 £6,309.88
0808/617 LF Plus Universal Test Machine - Lab A   LLO001 01/08/2008 £8,321.50 £6,795.90 £1,525.60
0407/626 Mahr LP Powder mix & dispenser - Unit A   MAH002 01/04/2007 £68,325.26 £68,325.26 £0.00
0207/611 MAHR - Powder mi & dispenser - Unit A   MAH002 01/02/2007 £32,927.23 £32,927.23 £0.00
0309/607 Malvern PSD Machine - Hydro 2000G - Powder QC   MAL001 01/03/2009 £29,150.00 £20,404.98 £8,745.02
0606/620 Winkworth MZ28 Mixer - Pasting Lab - Unit B   MIX001 01/06/2006 £11,500.00 £11,500.00 £0.00
B0412/02 New Conveyor & Belt - Unit B   MJE001 01/04/2012 £6,418.00 £1,069.56 £5,348.44
1107/668 Circulaire Fume Cupboard - Pasting Lab - Unit B   MSC001 01/11/2007 £7,340.00 £7,095.31 £244.69
0406/200 National Instruments - NI PXI-1042  (Pax Hardware) - Unit B   NAT001 01/04/2006 £11,370.12 £11,370.12 £0.00
A1111/06 MV300/2Q/C3 Galileo Video Measuring System - Lab A   OPT001 11/11/2011 £16,080.00 £2,948.00 £13,132.00
B0212/07 Pro-Ox Curing Chamber - Pasting Lab - Unit B   POM001 01/02/2012 £29,985.01 £3,998.00 £25,987.01
0605/609 Connection to Furnace - Unit A   POW001 01/06/2005 £583.28 £583.28 £0.00
0409/617 MK2 End Plate Mould - WITH SUPPLIER S PPI001 01/04/2009 £12,850.00 £8,995.02 £3,854.98
0409/620 Gen 4 MK2 Battery Mould Frame - WITH SUPPLIER S PPI001 01/04/2009 £9,750.00 £6,825.00 £2,925.00
0609/631 Gen4 MK2 Battery Mould End Plate 2&3/3 - WITH SUPPLIER S PPI001 01/07/2009 £8,566.66 £5,568.33 £2,998.33
0609/630 2nd & 3rd payment for Mould frame Gen4 - WITH SUPPLIER S PPI001 25/06/2009 £6,500.00 £4,333.32 £2,166.68
0409/618 End Cap Mould - WITH SUPPLER S PPI001 01/04/2009 £5,466.67 £3,826.65 £1,640.02
0209/603 End Plate Tool (Gen4) - WITH SUPPLIER S PPI001 01/02/2009 £4,283.33 £3,069.74 £1,213.59
0409/615 Gen 4 suite of tooling - WITH SUPPLIER S PPI001 01/04/2009 £4,140.00 £2,898.00 £1,242.00
0209/601 Frame Tool (Gen4) - WITH SUPPLIER S PPI001 01/02/2009 £3,250.00 £2,329.19 £920.81

 

26 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
0209/602 End Cap Tool (Gen4) - WITH SUPPLIER S PPI001 01/02/2009 £2,733.33 £1,958.93 £774.40
A0611/05 Refurb Mitutoyo  Euro M574 Manual - Lab A   QCT001 21/06/2011 £4,997.50 £1,332.66 £3,664.84
A0611/06 Mitutoyo Euro M574 Manual CMM - Lab A   QCT001 30/06/2011 £4,997.00 £1,332.52 £3,664.48
0409/614 Rigaku Miniflex 11X-Ray diffraction System - Powder QC   RIG001 01/04/2009 £58,400.00 £40,879.98 £17,520.02
A0911/11 Automated Paste Aplicator 40% Deposit (Full Cost £ 36,600)   ROL001 02/09/2011 £12,200.00 £2,643.33 £9,556.67
  (£24,400 posted as an expense) - Pasting Lab   ROL001        
A1211/12 Rospen - Loss In Weight Metering Twin Screw Feeder - Pasting Lab   ROS002 06/12/2011 £5,710.50 £1,586.10 £4,124.40
A0111/04 Firing Circuits Airfrieght - Battery testing - Unit B   SCH002 31/01/2011 £2,329.94 £815.46 £1,514.48
0510/002 Safety Shower & Eye Bath - Unit B - Shop Floor   SES001 21/05/2010 £6,106.00 £2,951.25 £3,154.75
0307/617 Carbolite - Genlab oven - Unit A   SEV001 01/03/2007 £1,290.00 £1,290.00 £0.00
0706/627 Carbolite - Genlab oven - Unit B   SEV001 01/07/2006 £1,290.00 £1,290.00 £0.00
0706/624 Chiller Unit - Unit A   TRI002 01/07/2006 £5,995.00 £5,995.00 £0.00
0509/623 Induction Welding Generator - Unit B   TRU001 06/05/2009 £11,800.00 £8,063.35 £3,736.65
0410/614 Battery Research & Development Equipment - DISMANTLED   UGC001 06/05/2010 £40,000.00 £20,000.02 £19,999.98
A1211/15 Casket 2 Cavity Tooling 70% Charge - WITH SUPPLIER S UPG001 01/12/2011 £14,662.51 £6,109.40 £8,553.11
A0911/02 U1 LH&RH End Plates 1+1 Tooling - WITH SUPPLIER S UPG001 22/09/2011 £14,560.00 £3,154.67 £11,405.33
A0911/01 Injection Mould Tooling For U1 Battery - WITH SUPPLIER S UPG001 19/09/2011 £11,960.00 £2,591.33 £9,368.67
B0412/09 LH&RH U1 Frame Tools Inv 82613 - WITH SUPPLIER S UPG001 11/04/2012 £10,920.00 £1,819.80 £9,100.20
A1111/01 U1 LH & RH End Plate 1&1 Tooling - WITH SUPPLIER S UPG001 07/11/2011 £10,920.00 £2,002.00 £8,918.00
B0912/02 Injection Mould Tooling Valve - WITH SUPPLIER S UPG001 30/09/2012 £9,000.00 £0.00 £9,000.00
A1111/02 1&1 LH & RH U1 Frame Tools - WITH SUPPLIER S UPG001 07/11/2011 £8,970.00 £1,644.50 £7,325.50
A1211/16 Aux Baffle 1 Cavity Tooling - WITH SUPPLIER S UPG001 01/12/2011 £8,096.24 £3,373.40 £4,722.84
B0412/05 Gaskey 2 Cavity Tooling Inv 82614 - WITH SUPPLIER S UPG001 11/04/2012 £6,900.00 £1,149.90 £5,750.10
A1211/18 Vent Cap Cover 2 Cavity Tooling - WITH SUPPLIER S UPG001 01/12/2011 £6,693.75 £2,789.10 £3,904.65
A1211/17 Termination Housing 2 Cavity Tooling - WITH SUPPLIER S UPG001 01/12/2011 £5,137.49 £2,140.60 £2,996.89
B0412/06 Aux Baffle 1 Cavity Tooling Inv 82615 - WITH SUPPLIER S UPG001 11/04/2012 £3,810.00 £634.92 £3,175.08
B0412/08 Vent Cap Cover 2 Cavity Tooling inv 82617 - WITH SUPPLIER S UPG001 11/04/2012 £3,150.00 £524.94 £2,625.06
B0412/07 Termination Housing 2 Cavity Tooling Inv 82616 - WITH SUPPLIER S UPG001 11/04/2012 £2,460.00 £409.98 £2,050.02
A1111/08 USON - Single Channel Diff Pressure Decay tester - Unit B   USON001 21/11/2011 £7,687.36 £1,409.32 £6,278.04

 

27 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
1010/623 USON - Qualitek MR Single Channel Diff Pressure - Unit B   USON001 31/10/2010 £5,820.46 £2,328.18 £3,492.28
0810/622 Workpoint - Airbench,Integ speed control & filters - Unit B   WOR002 27/08/2010 £7,003.40 £3,034.80 £3,968.60
0609/629 (Yuasa) - Microform - Firing circuits rectifier set - Unit A   YUA001 25/06/2009 £20,000.00 £13,333.32 £6,666.68
0702/606 Parstat 2263 - Potentiostat/Galvanostat - Lab B     01/07/2002 £14,756.00 £14,756.00 £0.00
1201/603 Microscope & Nikon coolpix digital camera - Lab B     01/12/2001 £3,676.96 £3,676.96 £0.00
0909/672 timber prototype tooling vacuum   4TE001 14/09/2009 £580.00 £328.70 £251.30
1009/639 Timber Prototype Vacum   4TE001 14/09/2009 £580.00 £348.00 £232.00
1109/649 Supply & Install Airline run from furnace   ADM001 30/08/2008 £485.00 £282.88 £202.12
1109/645 Pump Unit   AFS001 10/11/2009 £565.00 £329.62 £235.38
0306/611 Helium Test Chamber   ALC001 01/03/2006 £679.00 £679.00 £0.00
0408/605 Rotating disk electrode   AME001 01/04/2008 £2,995.00 £2,645.60 £349.40
0110/603 Portable Density Meter & Case   ANT001 19/01/2010 £1,644.00 £904.20 £739.80
0109/691 Oven certification   A-T001 01/01/2009 £623.76 £353.50 £270.26
0709/674 To change oven dial temperature control   A-T001 01/07/2009 £487.50 £276.30 £211.20
0305/604 Comp 415v serial no 51114   BAR001 01/03/2005 £662.20 £662.20 £0.00
1010/625 Hepa Comb Filter   BAS001 26/10/2010 £183.60 £73.44 £110.16
0298/601 Mettler Toledo P.E.E   BAT001 01/02/1998 £3,774.40 £3,774.40 £0.00
0298/603 Batchit   BAT001 01/02/1998 £1,995.00 £1,995.00 £0.00
0298/602 Sleeve Shaker   BAT001 01/02/1998 £1,271.19 £1,271.19 £0.00
0905/618 Astecaire 500-S Fume Cupboard   BAT001 01/09/2005 £1,020.00 £1,020.00 £0.00
0298/604 Morganile   BAT001 01/02/1998 £615.00 £615.00 £0.00
0305/602 Work Platens   BDC001 01/03/2005 £4,095.00 £4,095.00 £0.00
1204/602 Deposit BDC eng   BDC001 01/12/2004 £1,365.00 £1,365.00 £0.00
A0911/05 MCP CDF Process Ceramic Piston Drive   BEN003 14/09/2011 £3,880.95 £840.87 £3,040.08
B0312/03 Termination Strap 40078   BIR001 27/03/2012 £1,850.00 £215.81 £1,634.19
1006/635 Chemical Storage Bins   BIS001 01/10/2006 £1,727.50 £1,727.50 £0.00
0198/600 Oven   BIS001 01/01/1998 £760.00 £760.00 £0.00
1006/637 Workbenches Steel Tops   BIS001 01/10/2006 £500.00 £500.00 £0.00
0209/605 Steel Work Platform   BIS001 01/02/2009 £329.00 £235.76 £93.24
0607/640 Steel work platform   BIS001 01/06/2007 £292.85 £292.85 £0.00
0107/601 Steel Bench   BIS001 01/01/2007 £120.00 £120.00 £0.00

 

28 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
0408/608 Particle Board Shelving   BIS001 01/04/2008 £109.69 £96.91 £12.78
0307/615 Single Compartment Locker   BIS001 01/03/2007 £98.00 £98.00 £0.00
0209/604 Twin Cavity Compression Mould (Gen4)   BIT001 01/02/2009 £5,834.70 £4,181.62 £1,653.08
0809/671 Gate control Board   BIT001 11/08/2009 £292.22 £165.58 £126.64
0707/646 Install Metals Area - Hydrogen   BOC001 01/07/2007 £2,569.00 £2,569.00 £0.00
1109/646 Motor Controller   BUE001 12/11/2009 £537.60 £313.60 £224.00
0406/612 Microscope Eyepiece   BUE001 01/04/2006 £375.20 £375.20 £0.00
B0612/01 Impression Tool for Producing   BUR001 25/06/2012 £9,800.00 £1,088.80 £8,711.20
0909/678 Glue Jig   CAM001 03/09/2009 £202.50 £114.80 £87.70
A1211/00 Cutter Assembly & Lower Conveyor   CAP001 19/12/2011 £4,914.00 £819.00 £4,095.00
1106/639 Compression Jig capex 27   CAP001 01/11/2006 £2,346.00 £2,346.00 £0.00
1109/651 Pasting Plates   CAP001 23/07/2009 £2,194.00 £1,279.87 £914.13
A0911/06 Mix Feeder - Driven   CAP001 13/09/2011 £2,039.00 £441.78 £1,597.22
1007/658 Compression Jig   CAP001 01/10/2007 £1,987.00 £1,953.94 £33.06
1007/660 Compression Tool   CAP001 01/10/2007 £1,987.00 £1,953.94 £33.06
0107/606 Vent & Plugs - Press   CAP001 01/01/2007 £1,982.80 £1,982.80 £0.00
0409/621 Compression moulds   CAP001 01/04/2009 £1,848.00 £1,293.60 £554.40
1007/659 Large & Small Compression Jig   CAP001 01/10/2007 £1,701.60 £1,673.24 £28.36
1007/663 Large & Small pasting Jig   CAP001 01/10/2007 £1,681.60 £1,653.63 £27.97
A0111/02 Hinged Low Pressure Tester   CAP001 18/01/2011 £1,649.00 £577.12 £1,071.88
B0512/02 USON Tester & MODS   CAP001 31/05/2012 £1,475.00 £204.85 £1,270.15
0508/614 Small Frames   CAP001 01/05/2008 £1,216.90 £1,054.66 £162.24
1009/642 Compression Jig Clamp   CAP001 30/10/2009 £1,166.00 £699.60 £466.40
1209/675 Pasting Frame Improvement   CAP001 14/12/2009 £1,037.00 £587.60 £449.40
A0311/01 Porosity Test Chamber Gauge & Test Plate   CAP001 14/03/2011 £924.00 £292.60 £631.40
0407/623 Pair HN Jigs   CAP001 01/04/2007 £864.00 £864.00 £0.00
1207/670 Lasrge Pasting jig   CAP001 01/12/2007 £860.00 £816.98 £43.02
1207/672 Large Pasting jib   CAP001 01/12/2007 £860.00 £816.98 £43.02
1007/664 Large & Small pasting jigs   CAP001 01/10/2007 £840.80 £826.77 £14.03
1007/662 Pasting Frames Small   CAP001 01/10/2007 £820.80 £807.12 £13.68
0507/631 4HN Hinged Jig   CAP001 01/05/2007 £741.00 £741.00 £0.00

 

29 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
1109/652 Gen4 Glue Jig   CAP001 07/09/2009 £679.00 £396.12 £282.88
0909/677 Glue Jig   CAP001 20/01/2010 £654.00 £370.60 £283.40
0206/607 Plate Mould   CAP001 01/02/2006 £561.00 £561.00 £0.00
1207/671 Bench Frames   CAP001 01/12/2007 £499.00 £474.11 £24.89
0109/600 2 Caviity Mould   CAP001 01/01/2009 £498.00 £365.20 £132.80
0107/605 4HN Pasting Template   CAP001 01/01/2007 £456.00 £456.00 £0.00
0507/632 SR Drying Racks   CAP001 01/05/2007 £402.00 £402.00 £0.00
0506/618 Racking for plates   CAP001 01/05/2006 £361.00 £361.00 £0.00
0706/625 Drying rack   CAP001 01/07/2006 £361.00 £361.00 £0.00
0506/615 Battery Clamping Jig   CAP001 01/05/2006 £351.20 £351.20 £0.00
0210/610 Pasting Frames 1.20mm & 1.50 mm   CAP001 24/02/2010 £300.00 £160.00 £140.00
0110/607 2.925mm Pasting Jig   CAP001 11/01/2010 £295.00 £162.28 £132.72
1009/681 Commpression Jig Clamp   CAP001 06/10/2009 £248.00 £140.50 £107.50
0408/604 Acid Tank for cells   CAP001 01/04/2008 £226.00 £199.65 £26.35
0307/613 PTFE Vibrating Blade   CAP001 01/03/2007 £225.00 £225.00 £0.00
0107/607 Mods tp pasting jig   CAP001 01/01/2007 £192.00 £192.00 £0.00
0110/606 Z Blade Lid   CAP001 12/01/2010 £187.00 £102.88 £84.12
0110/609 Paster  Applicator   CAP001 29/01/2010 £110.00 £60.47 £49.53
A0911/03 Hobart HSM10-B1S 10L Bench Planetary Mixer   CAT001 26/09/2011 £1,846.00 £399.97 £1,446.03
0807/650 Small seperator   CAU001 01/08/2007 £1,541.00 £1,541.00 £0.00
0407/624 Injection moulding Large separator frame   CAU001 01/04/2007 £1,150.00 £1,150.00 £0.00
0407/625 Injection moulding small seperator   CAU001 01/04/2007 £1,001.00 £1,001.00 £0.00
0807/649 Large end Plates   CAU001 01/08/2007 £583.00 £583.00 £0.00
0709/667 Call out replace chute & handle   CDS001 01/07/2009 £551.30 £312.42 £238.88
1209/690 Square Compactor bags   CDS001 08/12/2009 £420.00 £238.00 £182.00
B0412/03 TAE Evo 121 - Lincon Batteries   CEN001 27/04/2012 £1,521.00 £253.50 £1,267.50
0907/657 Profile cut outs   CON001 01/09/2007 £2,712.00 £2,712.00 £0.00
0809/638 Gen 4 Collector Short & long   CON001 01/08/2009 £1,356.00 £858.80 £497.20
0507/634 Profile Cut Outs   CON001 01/05/2007 £678.00 £678.00 £0.00
0707/645 Profile Cut Outs   CON001 01/07/2007 £678.00 £678.00 £0.00
0307/614 Booster set/pump unit pressure vessels   CON002 01/03/2007 £4,884.00 £4,884.00 £0.00

 

30 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
0110/604 Air operated grease pump   COU001 21/01/2010 £349.95 £272.45 £77.50
0210/608 Digital Micrometer plus veniers   COU001 15/02/2010 £201.85 £107.62 £94.23
0709/669 IBS Sum pallet   DAR001 22/07/2009 £565.20 £320.28 £244.92
0109/696 Dpq Comm Cable   DAT001 14/01/2009 £230.00 £130.30 £99.70
0908/618 Humidity Test Chamber   DES001 01/09/2008 £6,500.70 £5,200.59 £1,300.11
1209/698 Service on 2 environmental chambers   DES001 31/12/2009 £429.25 £243.20 £186.05
A1211/13 Takeover Emergency Lighting & Installation   DFS001 25/10/2011 £1,300.20 £361.10 £939.10
1107/667     DPU001 01/11/2007 £212.00 £204.91 £7.09
1109/650 Gen4 Drying racks   ELE004 29/05/2009 £888.60 £518.35 £370.25
0709/676 Top Hat dor drum & motor   ELE004 21/07/2009 £295.00 £167.20 £127.80
A1211/09 NPU 510m3 240 Hose   ENV002 07/12/2011 £782.30 £217.30 £565.00
1009/683 Fisherbrand plate sirrer package   FIS001 16/10/2009 £333.00 £188.70 £144.30
0409/619 TC Mould Tool   FSG001 01/04/2009 £7,177.30 £5,024.10 £2,153.20
A1211/03 FSG Lower Outer Insert & Twin Cavity Compression   FSG001 08/11/2011 £2,852.00 £792.10 £2,059.90
0609/628 Manufacture & Supply spare lower onsert frame   FSG001 23/06/2009 £2,392.00 £1,594.68 £797.32
B0212/04 FSG3867 DET 05 Lower Outer Insert   FSG001 27/02/2012 £2,392.00 £797.36 £1,594.64
B0212/05 Modify FSG3867  DET03 Upper Inserts   FSG001 24/02/2012 £710.00 £236.64 £473.36
B0212/06 Modify FSG3867 Tool   FSG001 24/02/2012 £520.00 £173.36 £346.64
0609/695 Regrind damaged carbide inserts   FSG001 02/06/2009 £472.00 £267.50 £204.50
1206/655 Incubator   GEN002 01/12/2006 £500.00 £500.00 £0.00
1206/654 Incubator Shelves   GEN002 01/12/2006 £100.00 £100.00 £0.00
0805/611 Mould Gripper Tool   GKP001 01/08/2005 £6,000.00 £6,000.00 £0.00
1005/621 Gripper Tool Mould 66.6% deposit   GKP001 01/10/2005 £6,000.00 £6,000.00 £0.00
1105/623 Gripper tool last 1/3   GKP001 01/11/2005 £6,000.00 £6,000.00 £0.00
1205/624 Tooling Plate Modifications   GKP001 01/12/2005 £1,400.00 £1,400.00 £0.00
0507/633 Racks for plates   GKP001 01/05/2007 £1,360.00 £1,360.00 £0.00
0907/652 Plate Racks   GKP001 01/09/2007 £1,100.00 £1,100.00 £0.00
1107/666 Plate racks   GKP001 01/11/2007 £824.50 £797.01 £27.49
0107/603 Plate Racks   GKP001 01/01/2007 £800.00 £800.00 £0.00
0907/653 Plate Racks   GKP001 01/09/2007 £800.00 £800.00 £0.00
0106/601 Plates for drying racks   GKP001 01/01/2006 £650.00 £650.00 £0.00

 

31 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
1205/625 Clamp Plate Assembly   GKP001 01/12/2005 £530.00 £530.00 £0.00
1205/627 Perspex Plates/Straps   GKP001 01/12/2005 £476.00 £476.00 £0.00
0106/600 Plates for Bipel Press   GKP001 01/01/2006 £225.00 £225.00 £0.00
B0812/02 Portable Data Logger Hioki   GMC001 13/08/2012 £2,511.00 £139.48 £2,371.52
0810/620 Hioki LR8402-20, memory card & adaptor   GMC001 10/08/2010 £2,454.30 £1,063.54 £1,390.76
0610/615 Hoiki LR8400-20 Memory HilOGGER   GMC001 29/06/2010 £2,229.30 £1,040.36 £1,188.94
B0712/02 Hioki 3554 Battery HiTester With Temp Probe   GMC001 13/07/2012 £1,423.20 £118.59 £1,304.61
1009/643 Universal Data Logger   GRA003 29/10/2009 £2,090.00 £1,254.00 £836.00
1209/657 Universal Data logger   GRA003 07/12/2009 £1,463.00 £829.00 £634.00
0206/604 2 Cavity Tool   GRO001 01/02/2006 £6,989.00 £6,989.00 £0.00
1106/640 Single Cavity Ridge Tool   GRO001 01/11/2006 £5,993.00 £5,993.00 £0.00
1206/653 Set of risers   GRO001 01/12/2006 £5,863.00 £5,863.00 £0.00
0906/632 3 Cavity Mould tool   GRO001 01/09/2006 £4,376.00 £4,376.00 £0.00
1206/651 3 Cavity mould tool   GRO001 01/12/2006 £4,376.00 £4,376.00 £0.00
1206/652 3 Cavity Mould tool   GRO001 01/12/2006 £4,376.00 £4,376.00 £0.00
0806/629 Single Cavity Mould Tool   GRO001 01/08/2006 £2,074.00 £2,074.00 £0.00
0706/628 Mods to 4HN tool   GRO001 01/07/2006 £1,989.67 £1,989.67 £0.00
0206/603 Vacuum fixture   GRO001 01/02/2006 £1,937.00 £1,937.00 £0.00
0907/654 Double Cavity 4HN Tool   GRO001 01/09/2007 £1,863.00 £1,863.00 £0.00
1106/641 Mods to development tool   GRO001 01/11/2006 £1,680.00 £1,680.00 £0.00
1006/638 Inspection fixture no.2   GRO001 01/10/2006 £1,643.00 £1,643.00 £0.00
1006/636 Inspection Fixture No.1   GRO001 01/10/2006 £1,412.00 £1,412.00 £0.00
0307/618 2 Cavity 4hn Mould mods   GRO001 01/03/2007 £1,375.00 £1,375.00 £0.00
0206/610 Vacuum Fixture   GRO001 01/02/2006 £1,265.00 £1,265.00 £0.00
0206/602 Leads Handling Jig   GRO001 01/02/2006 £865.00 £865.00 £0.00
0408/610 Project Blk Vacum Test   GRO001 01/04/2008 £643.00 £568.00 £75.00
0408/611 Single Ridge Test Tank   GRO001 01/04/2008 £643.00 £568.00 £75.00
0907/656 Top & Bottom sub plate (Bipel Press)   GRO001 01/09/2007 £560.00 £560.00 £0.00
0907/655 Mixer Machine Stand   GRO001 01/05/2007 £497.60 £497.60 £0.00
0206/609 Single Cavity Mould Tool   GRO001 01/02/2006 £487.00 £487.00 £0.00
0408/606 Base Mounted Fixture (Robot Pick up Station)   GRO001 01/04/2008 £478.00 £422.25 £55.75

 

32 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
1206/648 Top Tool Mounting plate   GRO001 01/12/2006 £384.00 £384.00 £0.00
1206/649 Bottom tool Mounting plate   GRO001 01/12/2006 £384.00 £384.00 £0.00
0408/609 Frame for spreading trials   GRO001 01/04/2008 £296.00 £261.49 £34.51
1005/622 Stand for lead rolls   GRO001 01/10/2005 £293.00 £293.00 £0.00
0206/606 Bottom Die Insert   GRO001 01/02/2006 £263.00 £263.00 £0.00
1208/626 Manufacture Inserts   HAR001 01/12/2008 £3,250.00 £2,437.56 £812.44
0908/619 Inserts for Two Cavity Single Ridge Tool   HAR001 01/09/2008 £2,000.00 £1,600.02 £399.98
1007/665 Single ridge tool modifications   HAR001 03/04/2009 £800.00 £786.65 £13.35
A1111/09 Gold Swift Fix Gold Kit & Baseplate Kit   HEX001 01/11/2011 £2,095.00 £640.09 £1,454.91
B0712/01 24kW Power Controller for Infra Red Heater   HIR001 01/07/2012 £2,770.00 £230.82 £2,539.18
0309/610 Smogmobile   HOR001 01/03/2009 £2,426.00 £1,698.18 £727.82
0909/679 External tray connector block   HOW001 21/09/2009 £654.00 £370.60 £283.40
0709/668 Lead roller transfer Jig   HOW001 01/07/2009 £494.00 £279.90 £214.10
1009/684 Aluminium Jig with glass insert   HOW001 21/10/2009 £410.00 £232.30 £177.70
0509/693 Modify Copper Blocks   HOW001 15/05/2009 £320.00 £181.30 £138.70
0110/611 Preform Jig Modification   HOW001 28/01/2010 £123.00 £67.65 £55.35
0408/607 Completion 2 cavity Intergration   IND001 01/04/2008 £1,464.00 £1,293.20 £170.80
A1211/07 Modifications to 1W   IND002 30/09/2011 £5,995.00 £999.20 £4,995.80
0707/644 Air Conditioning Wiring & Unit   KEL001 01/07/2007 £896.00 £896.00 £0.00
0906/634 IK-g Controller   KEY001 01/09/2006 £5,620.00 £5,620.00 £0.00
0210/612 Diaphragm Vacuum Pump   KNF001 03/02/2010 £691.80 £368.96 £322.84
1209/665 Vacuum pump   KNF001 24/06/2009 £424.98 £240.80 £184.18
0610/616 Tooling modifications   KPT001 30/06/2010 £5,564.00 £2,596.52 £2,967.48
A0511/01 Knights Precision Zero Test Plate Steel   KPT001 01/05/2011 £1,620.00 £459.00 £1,161.00
1108/622 Leadcell Testing System   LLO001 01/11/2008 £1,171.00 £897.83 £273.17
B0612/02 Design & Manufacture Battery Leak Tester   MAG001 27/06/2012 £4,250.00 £472.16 £3,777.84
B0212/03 Design & man Leak Test Fixture for U1 Vent   MAG001 29/02/2012 £1,700.00 £566.64 £1,133.36
B0212/02 Design & Man Leak Test Jig   MAG001 01/02/2012 £1,600.00 £533.36 £1,066.64
0110/601 Material Pressure Tank,Spray Gun   MAR004 10/01/2010 £513.86 £282.58 £231.28
0107/604 Spray Gun/Tank/Estension   MAR004 01/01/2007 £444.15 £444.15 £0.00
1206/650 Spray Gun/Pressure Tank   MAR004 01/12/2006 £444.15 £444.15 £0.00

 

33 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
A1111/05 Pasting Application Jigx2   NID001 15/11/2011 £1,960.00 £359.37 £1,600.63
A1111/04 Leak Test Jig to Suit 4 Derivatives of Substrate   NID001 17/11/2011 £1,500.00 £275.00 £1,225.00
A1111/03 Push Test Jug ID ATRA1001-1028   NID001 17/11/2011 £690.00 £126.50 £563.50
1109/685 Lester Electrical   NWC001 13/11/2009 £364.96 £206.78 £158.18
1009/680 Ohaus Ranger Ind - Bench Scale   NWC001 01/10/2009 £325.00 £184.20 £140.80
1109/686 Sanivite - Macerator   NWC001 30/11/2009 £304.34 £172.44 £131.90
0110/610 Crownspear PK3QB-3.5  Probe   NWC001 28/02/2010 £218.70 £120.33 £98.37
B0312/02 WAG-WE20200 COD Kit   PAL002 26/03/2012 £1,639.10 £191.24 £1,447.86
1201/601 PEC   PEC001 01/12/2001 £3,778.80 £3,778.80 £0.00
0502/603 PEC (Euro 6046.08)   PEC001 01/05/2002 £3,732.15 £3,732.15 £0.00
0801/600 PEC   PEC001 01/08/2001 £3,709.25 £3,709.25 £0.00
0502/604 PEC (Euro 2015.36)   PEC001 01/05/2002 £1,244.05 £1,244.05 £0.00
0805/613 Environmental Chamber   PEL001 01/08/2005 £1,000.00 £1,000.00 £0.00
0506/617 Atom Clicker Press   PEL001 01/05/2006 £900.00 £900.00 £0.00
A1211/19 Porvair Tooling   POR003 01/12/2011 £4,500.00 £1,124.91 £3,375.09
0609/625 Modification to induction welded end plate & frame   PPI001 12/06/2009 £2,500.00 £1,666.68 £833.32
1110/631 Weld inserts   PPI001 26/11/2010 £1,966.67 £753.91 £1,212.76
A0211/05 1-IMP Frame Vibration Weld Inserts   PPI001 03/02/2011 £1,966.66 £655.57 £1,311.09
A0211/06 1-IMP Frame Vibration Weld Insertes   PPI001 03/02/2011 £1,966.66 £655.57 £1,311.09
0309/606 Single Impression P20   PPI001 01/03/2009 £1,133.33 £793.35 £339.98
0309/611 Single Impression p20   PPI001 01/03/2009 £1,133.33 £793.35 £339.98
0409/616 Single Impression P20 Prototype   PPI001 01/04/2009 £1,133.33 £793.35 £339.98
1110/632 ABS Gasket Tool   PPI001 26/11/2010 £966.67 £370.54 £596.13
A0211/04 ABS Gasket Tool 2nd Installment   PPI001 03/02/2011 £966.67 £322.21 £644.46
A0211/03 ABS Gasket 3rd Installment   PPI001 03/02/2011 £966.66 £322.21 £644.45
0110/605 Modify existing 4 side cores to increase chimney dia.   PPI001 26/01/2010 £575.00 £316.22 £258.78
0310/613 Cold pressure welder & Die   PWM001 10/03/2010 £1,332.00 £688.20 £643.80
0110/600 Cold Pressure Welder   PWM001 15/01/2010 £1,127.00 £619.82 £507.18
0208/602 Bulk Density Apparatus   RAY001 01/02/2008 £867.00 £794.75 £72.25
1010/624 Labcaire 750E Fume Cupboard   RIC001 15/10/2010 £1,400.00 £560.00 £840.00
0206/608 1.5kw Motor   RIE001 01/02/2006 £980.00 £980.00 £0.00

 

34 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
1009/646 Lowara Multistage Pump   ROT001 24/09/2009 £645.00 £387.00 £258.00
0210/609 Hyprolog NT3 with display, probedicking station & stand   ROT002 26/02/2010 £3,010.00 £1,605.36 £1,404.64
1109/648 Power supply unit   RSC001 09/09/2008 £811.00 £473.12 £337.88
0406/614 Scales   RSC001 01/04/2006 £305.00 £305.00 £0.00
0206/605 Temp Controller   RSC001 01/02/2006 £220.00 £220.00 £0.00
0606/622 RSC Digital Temp Controller   RSC001 01/06/2006 £220.00 £220.00 £0.00
0307/616 Weighscales   RSC001 01/03/2007 £185.00 £185.00 £0.00
0309/697 Fluke Digital multimeter   RSC001 06/03/2009 £149.38 £84.66 £64.72
0606/621 Digital Temp Comtroller   RSC001 01/06/2006 £110.00 £110.00 £0.00
0810/621 HH Horizontal Pump   SER002 27/08/2010 £1,392.00 £603.20 £788.80
0805/612 Indutrial Scales/Acid Cabinets   SEV001 01/08/2005 £1,174.00 £1,174.00 £0.00
0807/648 Grant GD120/RI Cooled Circulator   SEV001 01/08/2007 £950.00 £950.00 £0.00
1209/656 Seta Penetrometer   SEV001 07/12/2009 £860.00 £487.30 £372.70
A0211/02 Sieve Shaker   SEV001 01/02/2011 £760.00 £253.36 £506.64
0406/613 Scout Pro   SEV001 01/04/2006 £240.00 £240.00 £0.00
A0211/00 18” Startrite Bandsaw 9400V- 3Phase)   STA004 16/02/2011 £1,116.00 £372.00 £744.00
0807/647 Parry PG4 Electric Griddle   STO001 01/08/2007 £225.75 £225.75 £0.00
0806/630 Environmental Test Chamber   TAS001 01/08/2006 £6,032.00 £6,032.00 £0.00
A0611/04 Insulation Tester Metrel MI3200 Teraohm 10kV   TES001 17/06/2011 £1,465.00 £390.68 £1,074.32
0509/694 Engineering Inspection   TOW002 04/05/2009 £510.00 £289.00 £221.00
B0512/01 Development Cost High Temp Corrosion Test - SERVICES   TWI001 17/05/2012 £5,265.00 £1,096.90 £4,168.10
0607/637 30% advanced claim - Bonding Battery Sections - SERVICES   TWI001 01/06/2007 £3,190.20 £3,190.20 £0.00
0710/618 Pasting Line   UGC001 12/07/2010 £13,887.84 £6,249.52 £7,638.32
0709/633 Chest Type Temperature Chamber   UNI007 20/07/2009 £1,612.50 £1,048.14 £564.36
B0412/10 LH&RH U1 End Plates Inv 82612   UPG001 11/04/2012 £8,970.00 £1,494.84 £7,475.16
B0112/01 Order No 5896 Article Part   UPG001 16/01/2012 £5,525.00 £2,071.89 £3,453.11
A1211/08 Tool Modifications   UPG001 06/12/2011 £2,390.00 £398.30 £1,991.70
B0412/01 TMODT84720 Tool Modifications   UPG001 20/04/2012 £2,390.00 £398.28 £1,991.72
B0712/03 Electrode for the Frame Engraving   UPG001 10/07/2012 £1,250.00 £104.16 £1,145.84
B0112/03 Order No 5916 Tool Modifications   UPG001 27/01/2012 £974.99 £365.58 £609.41
A1211/14 T2 Req Moulding Charge Resin   UPG001 15/12/2011 £870.00 £241.60 £628.40

 

35 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date
Net Book
1110/629 Cal.std leak pack/swagelock tail   USON001 11/11/2010 £313.15 £120.05 £193.10
0407/621 Single person access platform   VAL001 01/04/2007 £440.00 £440.00 £0.00
0107/608 1500mm forks   VAL001 01/01/2007 £384.00 £384.00 £0.00
0708/616 Zircar Ceramics   VGR001 01/07/2008 £2,701.00 £2,250.85 £450.15
0507/629 Transformer for furnace conversion   VGR001 01/05/2007 £643.71 £643.71 £0.00
0607/638 2 x Toshiba Portable Air Con Units   WES001 01/06/2007 £498.00 £498.00 £0.00
0107/602 Scales   WES002 01/01/2007 £2,138.00 £2,138.00 £0.00
A1011/03 Modify Prototype Testing Rig for Concept   WTS001 27/10/2011 £1,250.00 £416.63 £833.37
B0912/01 Helium Leak Test Tooling   WTS001 01/09/2012 £1,091.00 £30.30 £1,060.70
0502/602 Lauffer Model VSK Press     01/05/2002 £3,900.00 £3,900.00 £0.00
0505/607 Electrical Supplies for compressor     01/02/2005 £2,330.00 £2,330.00 £0.00
1201/602 12 Positon Test Station     01/12/2001 £1,445.63 £1,445.63 £0.00
1108/623 Rotary Valve Vacum Pump     01/11/2008 £1,170.00 £897.00 £273.00
0102/600 Magentic platten 200mm     01/01/2002 £1,034.00 £1,034.00 £0.00
0505/608 Install Presses     01/05/2005 £808.75 £808.75 £0.00
1098/606 New Pipelines fixtures & fittings     01/10/1998 £523.00 £523.00 £0.00
0402/601 Emachines 140a DVD cel 1.1     01/04/2002 £501.28 £501.28 £0.00
0505/615 Vacuum Pump Connection     01/05/2006 £106.45 £106.45 £0.00
          £2,187,808.30 £1,459,141.02 £728,667.28

 

36 

 

 

Fixed Asset - Property & Buildings

 

    Property/Buildings Referb  
Asset Ref Details Company Date Cost Price To Date Net Book
0805/808   Lab Cupboards BAT001 01/08/2005 1000.00 1000.00 0.00
A0111/05   Repairs to Compound Pavers BGC003 01/01/2011 2094.41 733.07 1361.34
0605/801   Lab & Canteen Partitioning BIS001 01/06/2007 15720.04 15720.04 0.00
0806/800   Building Work (Knock through Unit A/B) BIS001 01/08/2007 7680.00 7680.00 0.00
0605/802   Building Signage BIS001 01/06/2007 3998.00 3998.00 0.00
0706/010   (Unit B) Reception Table/Chairs BIS001 01/07/2006 1128.00 1128.00 0.00
0609/003   Heavy Duty work benches p/o 3403 BIS001 01/06/2009 1060.74 883.97 176.77
0305/813   Panasonic Phone System BIS001 01/03/2005 640.00 640.00 0.00
0305/814   Panasonic Phone System BIS001 01/03/2005 375.00 375.00 0.00
0706/009   (Unit B) LCD Phones BIS001 01/07/2006 345.00 345.00 0.00
0706/008   (Unit B) Executive Chairs BIS001 01/06/2006 196.50 196.50 0.00
0305/812   Additional work to Security Alarm BIS001 01/03/2005 75.00 75.00 0.00
B0112/02   Refurbishment of Reception BOL001 18/01/2012 8112.04 1216.80 6895.24
0110/608   Low Pressure Test Rig CAP001 25/01/2010 270.00 148.50 121.50
1205/811   Heating System GEM001 01/05/2007 8760.00 8760.00 0.00
1105/810   Water mains to test lab GEM001 01/11/2005 1550.00 1550.00 0.00
0709/636   Additional Pipework IND003 01/07/2009 874.00 568.11 305.89
0707/800   Gas Storage Area Unit KEL001 01/07/2007 36200.00 36200.00 0.00
0807/803   Lab Partitioning Area KEL001 01/08/2007 24500.00 24500.00 0.00
1107/804   New Lab build KEL001 01/11/2007 16603.80 16603.80 0.00
0707/801   Lab Partioning Area KEL001 01/07/2007 10500.00 10500.00 0.00
0707/802   Parking bays unit A KEL001 01/07/2007 4000.00 4000.00 0.00
0505/800   Supply & Fit Nitrogen/Hydrogen Lines OTP001 01/05/2005 3306.00 3306.00 0.00
0609/004   Boardroom table, side table & cabinet p/o 3439 PRO003 18/06/2009 0.00 0.00 0.00
A1211/10   Cisatern Urinals & Shower Enclosure ROB002 18/11/2011 1560.09 433.30 1126.79
A1211/11   Renovation Work on Bathroom SMA002 01/12/2011 4500.00 1249.90 3250.10
0705/804   Upstairs office partitioning 40% TEN001 01/07/2005 2593.20 2593.20 0.00
0705/805   Upstairs Office Partitioning 40% TEN001 01/07/2005 2593.20 2593.20 0.00

 

37 

 

 

 

    Property/Buildings Referb  
Asset Ref Details Company Date Cost Price To Date Net Book
0905/809   Alerations to Battery Test Area TEN001 01/09/2005 2097.00 2097.00 0.00
0705/806   Upstairs office partitioning 20% TEN001 01/07/2005 1296.60 1296.60 0.00
0705/807   Lab workbenches TEN001 01/07/2005 1285.00 1285.00 0.00
0705/803   Security Lock to workshop UNI001 01/07/2005 159.00 159.00 0.00
          165072.62 151834.99 13237.63

 

38 

 

 

Fixed Asset - Office Equipment

 

  Office Equipment Dep’n  
Asset Ref Details Company Date Cost Price To Date Net Book
0605/408     X Digital Projector - Epsom EMP70 - Reception - Unit B BIS001 01/06/2005 669.00 669.00 0.00
0305/400     X Fx machine/Comb Binder - Reception - Unit B BIS001 01/03/2005 423.20 423.20 0.00
0307/401     X Safe - Datacare 200 - Reception - Unit B BIS001 01/03/2007 256.26 256.26 0.00
0705/409     X Laminator - Rexel LP35HS BIS001 01/07/2005 99.27 99.27 0.00
0506/400     X Shredder - Rexel P335 - Reception - Unit B COS001 01/05/2006 359.00 359.00 0.00
0298/402   Office Equipment BIS001 01/02/1998 1291.85 1291.85 0.00
0199/400   Office Furnitiure BIS001 01/01/1999 790.00 790.00 0.00
0405/402   9 x Filing Cabinet & Coat Stand BIS001 01/04/2005 733.92 733.92 0.00
0198/400   Filing Cabinet BIS001 01/01/1998 523.00 523.00 0.00
0405/403   4 x Exec Chairs & Rexel Guillotine BIS001 01/04/2005 423.99 423.99 0.00
0305/401   Polycom Soundstation - Board Room - Unit B BIS001 01/03/2005 349.95 349.95 0.00
0807/405   Acoustic Screens BIS001 01/08/2007 145.99 145.99 0.00
0605/405   Filling Cabinet BIS001 01/06/2005 72.00 72.00 0.00
0605/407   Stapler BIS001 01/06/2005 3.49 3.49 0.00
0706/401   DCL Extension Card EXC001 01/07/2006 320.00 320.00 0.00
0907/406   Air Con Unit GDA001 01/09/2007 153.18 153.18 0.00
1010/627   Infocus IN3116 Projector NWC001 19/10/2010 913.98 365.60 548.38
0709/008   DELETE (Duplicate) WIL002 01/07/2009 0.00 0.00 0.00
  20691.14 18920.47 1770.67

 

39 

 

 

Fixed Asset - Computer Equipment

 

  Computer Equipment Dep’n  
Asset Ref Details Company Date Cost Price To Date Net Book
0708/204   Epygi Quadro Telephone System EXC001 01/07/2008 7562.50 7562.50 0.00
0307/204   Extension of Atraverda Network EXC001 01/03/2007 6458.00 6458.00 0.00
0405/205   CW expenses   01/04/2005 1752.00 1752.00 0.00
          142832.52 123556.96 19275.56

 

40 

 

 

Fixed Asset - Fixtures & Fittings

 

  Fixtures & Fittings Dep’n  
Asset Ref Details Company Date Cost Price To Date Net Book
A1111/11     X Progeny Door Access Control System - Corridor - Unit B DFS001 01/11/2011 3352.60 1024.32 2328.28
0505/004   Office Blinds - Reception - Unit B A1B001 01/05/2005 245.00 245.00 0.00
0706/012   (Unit B) Office Blinds A1B001 01/07/2006 245.00 245.00 0.00
1210/005   Install 2 Gas main pipe-work ADM001 30/12/2010 7248.00 2536.80 4711.20
1009/010   Tools,Transport,Labour to dismantle mezzanine flooring ADM001 28/09/2009 3720.00 2232.00 1488.00
0510/003   Supply & Install of Louvered vent in furnace wall - Unit A ADM001 14/05/2010 2234.00 1079.75 1154.25
0409/002   Double Skin Partitioning ARE001 28/05/2009 4600.00 3143.35 1456.65
A0811/01   New Partition for Pasting Lab & Adam Jones Office ARE001 22/08/2011 4150.00 968.34 3181.66
B0212/01   Remove 3 Panels to allow new machinery & Alter Suspended ARE001 29/02/2012 2650.00 588.80 2061.20
1107/025   S/H Lab benching BAT001 01/11/2007 925.00 894.23 30.77
0905/013   Sink/Worktops BAT001 01/09/2005 670.00 670.00 0.00
1107/024   Kitchen Equipment for Labs BAT001 01/11/2007 229.24 221.60 7.64
1107/026   Benches for Lab BAT001 01/11/2007 160.00 154.73 5.27
0408/005   Heating/Plug/Sockets BIP001 01/04/2008 695.00 613.94 81.06
0305/001   Downstairs Office Furniture BIS001 01/03/2005 5316.00 5316.00 0.00
0307/013   Company Signs BIS001 01/03/2007 3696.50 3696.50 0.00
0605/006   Additional 3 Phase supply BIS001 01/06/2005 1795.00 1795.00 0.00
0298/001   Fixtures & Fittings BIS001 01/02/1998 1573.70 1573.70 0.00
1006/022   Security Cage BIS001 01/10/2006 1233.14 1233.14 0.00
0608/014   Shelving & IBC Spill pallet BIS001 01/06/2008 996.35 846.92 149.43
1006/023   Steel workbenches BIS001 01/10/2006 873.00 873.00 0.00
0507/017   Barrier System for furnace BIS001 01/05/2007 855.26 855.26 0.00
0505/002   Dowstairs Office Furniture - Reception - Unit B BIS001 01/05/2005 795.50 795.50 0.00
0308/003   Desk BIS001 01/03/2008 727.98 655.18 72.80
0806/015   (Unit B) Telephone Systems BIS001 01/08/2006 680.00 680.00 0.00
0808/018   Desks for New Lab BIS001 01/08/2008 663.00 541.45 121.55
0706/011   (Unit B) Workstations BIS001 01/07/2006 630.00 630.00 0.00
1109/011   Metal base post and chain BIS001 17/06/2009 578.12 337.28 240.84

 

41 

 

 

  Fixtures & Fittings Dep’n  
Asset Ref Details Company Date Cost Price To Date Net Book
1107/027   Dolly, mobile lift table BIS001 01/11/2007 516.51 499.30 17.21
1109/012   8 Office Chairs BIS001 26/06/2009 500.20 291.82 208.38
0605/009   Digital Print on Signage BIS001 01/06/2005 500.00 500.00 0.00
1006/024   Floor Screens BIS001 01/10/2006 496.00 496.00 0.00
1107/032   Four Shelf Level Unit BIS001 01/11/2007 484.00 467.93 16.07
1106/026   Racking BIS001 01/11/2006 483.00 483.00 0.00
1108/024   Floor Standing Screen BIS001 01/11/2008 482.28 369.79 112.49
0705/011   Canteen Tables Unit A BIS001 01/07/2005 464.00 464.00 0.00
0408/004   Posture Chairs BIS001 01/04/2008 438.00 386.90 51.10
0506/006   Spillage Retention Flooring BIS001 01/05/2006 427.56 427.56 0.00
0210/001   Steel Hoop Guards and bolts BIS001 19/02/2010 372.00 198.40 173.60
0107/008   Acid Cabinet BIS001 01/01/2007 365.79 365.79 0.00
1006/025   Canteen Tables/Chairs - Unit A BIS001 01/10/2006 364.64 364.64 0.00
1207/037   Canteen Tables - Unit A BIS001 01/12/2007 360.00 342.00 18.00
1207/038   Worktops BIS001 01/12/2007 340.43 323.40 17.03
1207/036   Workbench BIS001 01/12/2007 324.77 308.50 16.27
0906/021   Steel Board Rack BIS001 01/09/2006 320.00 320.00 0.00
1007/022   Lockers - Unit A BIS001 01/10/2007 318.00 312.70 5.30
0507/018   Barrier System for Furnace BIS001 01/05/2007 313.79 313.79 0.00
0806/016   Lockers BIS001 01/08/2006 288.00 288.00 0.00
0107/010   Combi Desk/Shelves BIS001 01/01/2007 287.80 287.80 0.00
0505/003   Glass Display - Reception - Unit B BIS001 01/05/2005 280.00 280.00 0.00
0906/020   Black strip curtain BIS001 01/09/2006 263.00 263.00 0.00
1107/029   Fridge/Freezer - Canteen - Unit A BIS001 01/11/2007 255.28 246.75 8.53
1206/029   Workbench BIS001 01/12/2006 234.00 234.00 0.00
0605/005   Cupboard BIS001 01/06/2005 230.00 230.00 0.00
0508/006   Racking BIS001 01/05/2009 227.69 197.37 30.32
1206/028   Workbench BIS001 01/12/2006 224.00 224.00 0.00
0107/004   Acid Cupboard BIS001 01/01/2007 220.95 220.95 0.00
1008/023   Cupboards & Shelves BIS001 01/10/2008 208.67 163.49 45.18

 

42 

 

 

  Fixtures & Fittings Dep’n  
Asset Ref Details Company Date Cost Price To Date Net Book
0808/016   Hi Res Scales BIS001 01/08/2008 189.00 154.35 34.65
0107/006   Cupboard AD BIS001 01/01/2007 186.45 186.45 0.00
1107/030   Service Trolly BIS001 01/11/2007 184.00 177.93 6.07
0107/009   S/H Table for board room BIS001 01/01/2007 177.75 177.75 0.00
0507/020   Cupboard & Shelf Unit BIS001 01/05/2007 168.65 168.65 0.00
0507/019   Secure Cupboard BIS001 01/05/2007 162.95 162.95 0.00
0806/017   (Unit B) Fax Cupboard BIS001 06/05/2009 160.90 160.90 0.00
1206/027   Bench BIS001 01/12/2006 149.00 149.00 0.00
0806/014   (Unit B) Filing Cabinets BIS001 01/08/2006 144.00 144.00 0.00
0806/018   Lockers BIS001 01/08/2006 144.00 144.00 0.00
0208/002   Chairs BIS001 01/02/2008 135.35 124.12 11.23
0407/015   Lockers BIS001 01/04/2007 134.50 134.50 0.00
0208/001   Chairs BIS001 01/02/2008 131.00 120.06 10.94
0508/011   Flammable Storage Cabinet BIS001 01/05/2008 125.84 109.08 16.76
1206/030   Lockers BIS001 01/12/2006 118.00 118.00 0.00
0605/008   H&S Signs BIS001 01/06/2005 114.28 114.28 0.00
1008/022   Cupboards & Bookcase BIS001 01/10/2008 109.00 85.44 23.56
0207/011   Bookcase BIS001 01/02/2008 98.00 98.00 0.00
0306/005   Chairs BIS001 01/03/2006 86.85 86.85 0.00
1207/033   Cupboard/ Shelves BIS001 01/12/2007 82.86 78.70 4.16
1107/028   Blue Locker BIS001 01/11/2007 82.29 79.54 2.75
0107/007   Chair BIS001 01/01/2007 65.50 65.50 0.00
1107/031   Cabinet BIS001 01/11/2007 61.82 59.75 2.07
0605/007   Cupboard Shelves BIS001 01/06/2005 43.50 43.50 0.00
0908/019   Steel Benches for Lab CAP001 01/09/2008 668.00 534.42 133.58
0908/021   Benches For Lab CAP001 01/09/2008 520.00 416.02 103.98
0508/009   Lab Bench CAP001 01/05/2009 113.50 98.38 15.12
0508/010   Small Bench CAP001 01/05/2008 95.00 82.35 12.65
A0311/03   LG Wall Mount COO002 23/03/2011 1799.00 569.66 1229.34
1007/023   Everyday filing cabinet COS001 01/10/2007 139.20 136.88 2.32

 

43 

 

 

  Fixtures & Fittings Dep’n  
Asset Ref Details Company Date Cost Price To Date Net Book
0508/007   Cold Gun DAS001 01/05/2008 272.00 235.75 36.25
0808/017   Supply & Install Electricty EFS001 01/08/2008 484.00 395.29 88.71
0107/002   16a Supply to benches EFS001 01/01/2007 420.00 420.00 0.00
0307/012   Smoke Alarm EFS001 01/03/2007 365.00 365.00 0.00
0107/003   Cable tray for battery charge room EFS001 01/01/2007 335.00 335.00 0.00
0107/001   3 Phase supply for Compactor EFS001 01/01/2007 310.00 310.00 0.00
0706/013   Computer Data Points EXC001 01/07/2006 2350.00 2350.00 0.00
1206/031   Pipeworok for Bipel Press GEM001 01/12/2006 3250.00 3250.00 0.00
0508/008   Box section frame adj feet GRO001 01/05/2008 357.00 309.40 47.60
0107/005   Mods to PBK monopole tooling GRO001 01/01/2007 346.00 346.00 0.00
1105/019   Distribution Board HAP001 01/11/2005 965.00 965.00 0.00
1208/026   Unit B Building work, Office Partitions KEL001 01/12/2008 18469.88 13852.41 4617.47
0508/013   Electrics & Plumbing for New lab KEL001 01/05/2008 13514.94 11712.96 1801.98
0508/012   New Lab Stores KEL001 01/05/2008 12232.00 10601.09 1630.91
0707/021   Air Conditioning Units - Unit A KEL001 01/01/2007 11890.00 11890.00 0.00
1207/035   Air Con for Lab KEL001 01/12/2007 10728.45 10192.07 536.38
A0111/03   Steel Partition KEL001 25/01/2011 8711.16 3048.94 5662.22
0307/014   Work done on Boardroom fit out & AD Office KEL001 01/03/2007 4000.00 4000.00 0.00
1208/025   MH New Office KEL001 01/12/2008 3876.66 2907.48 969.18
1207/034   Cold Water Mains KEL001 01/12/2007 253.00 240.41 12.59
0909/006   Supply & Install Shower Cubicle LON001 07/09/2009 1572.00 969.40 602.60
0709/009   Supply and install new cold water to main machinery LON001 29/07/2009 656.00 393.60 262.40
1010/626   Longspan & Pallet Racking NWC001 15/10/2010 995.00 398.00 597.00
0906/019   Boardroom table & chairs NWC001 01/09/2006 455.00 455.00 0.00
0708/015   Stores Racking & Cage PEL001 01/07/2008 2500.00 2083.35 416.65
1109/013   Office furniture PEL001 29/07/2009 656.52 382.94 273.58
A1111/10   Shower Room - Unit B ROB002 15/11/2011 3393.61 1036.86 2356.75
0407/016   Anti Fatigue Matting RSC001 01/04/2007 459.00 459.00 0.00
1110/630   Vertical Plan Chest STO002 30/11/2010 670.00 260.77 409.23
0905/012   Upstairs Office Furniture TEN001 01/09/2005 1371.00 1371.00 0.00

 

44 

 

 

  Fixtures & Fittings Dep’n  
Asset Ref Details Company Date Cost Price To Date Net Book
1105/018   Freestanding bays TEN001 01/11/2005 806.00 806.00 0.00
1005/015   Table Trolleys TEN001 01/10/2005 454.00 454.00 0.00
1105/016   Probe Lockers TEN001 01/11/2005 368.25 368.25 0.00
1105/017   Shelving TEN001 01/11/2005 295.00 295.00 0.00
0206/001   Freestanding bays TEN001 01/02/2006 205.00 205.00 0.00
0206/003   Shelving TEN001 01/02/2006 181.00 181.00 0.00
0306/004   Shelving for Lab TEN001 01/03/2006 161.00 161.00 0.00
0206/002   Lockers TEN001 01/02/2006 156.00 156.00 0.00
1207/039   Smart Meter - Unit B UPL001 01/12/2007 1300.00 1235.06 64.94
0606/007   Air Con Unit WES001 01/06/2006 675.00 675.00 0.00
0709/005   Board Room Chairs - Unit B WIL002 01/07/2009 2235.00 1452.75 782.25
0908/020   Air Bench & Frames WOR002 01/09/2008 7118.00 5694.42 1423.58
0108/001       01/01/2009 8766.30 8181.97 584.33
0605/010   Generics - PO 000498M   01/06/2005 2817.30 2817.30 0.00
1001/001   White top benches   01/10/2001 1010.00 1010.00 0.00
0109/001   Lab Stool & Benches   01/01/2009 699.00 512.60 186.40
1005/014   IBC Units   01/10/2005 189.16 189.16 0.00
          201812.17 159029.91 42782.26

 

45 

 

 

Schedule 3

 

Completion arrangements

 

On Completion:

 

1The Seller shall deliver to the Buyer:

 

1.1executed transfers in respect of the Sale Shares in favour of the Buyer, together with the share certificates for the Sale Shares (or in the case of any lost share certificate an indemnity in the agreed form in relation to it);

 

1.2certified copies of any powers of attorney or other authorities under which the transfer of the Sale Shares have been executed;

 

1.3(as agents for EIPRL) all its statutory and minute books and registers (written up to the business day immediately preceding the date of this Agreement), its common seal (if any), certificate of incorporation, any certificate or certificates of incorporation on change of name, details of all user names, passwords and codes used by EIPRL for online filing of corporate documents, all books of account, cheque books and other documents and records including copies of its memorandum and articles of association of EIPRL;

 

1.4a bank statement showing the credit or debit balance on each bank account of EIPRL at the close of business on the last business day preceding Completion, details of EIPRL’s cash book balances at Completion and a statement reconciling EIPRL’s cash book balances at Completion with the bank statements referred to above;

 

1.5evidence satisfactory to the Buyer of the repayment of all amounts owed to EIPRL by the Seller and ETL and repayments of all amounts owed by EIPRL to the Seller or ETL;

 

1.6signed minutes, in the Agreed Form, of the meeting of the directors of EIPRL required to held under to paragraph 4;

  

46 

 

 

1.7where any document delivered to the Buyer under this Schedule has been executed by a company, a copy (certified as a true copy by a director of the company) of:

 

1.7.1the resolution of the board of directors of the company (or committee of the board) which authorised the execution of that document; and

 

1.7.2in the case of a resolution of a committee, the resolution of the board of directors of the company constituting that committee.

 

1.8written resignations from Michael Greenlee and LCIF Representatives Limited, as directors of EIPRL in the agreed form;

 

1.9a duly executed, in the agreed form, deed of capitalisation of the £1,488,261 loan from the Seller to EIPRL;

 

1.10a duly executed waiver of claims from the Seller;

 

1.11a copy of the documentation, duly completed, necessary to (a) remove EIPRL from the Seller’s current VAT group, and (b) change the representative member of that VAT group to a company other than EIPRL (as per the provisions of paragraph 15.1 of Part D of Schedule 5 and in each case with effect from the date of Completion), and shall submit the same to HMRC on or immediately following Completion; and

 

1.12the Disclosure Letter executed by the Seller.

 

2The Seller shall:

 

2.1procure the passing of a resolution approving the registration of the transfer referred to in paragraph 1.1 (subject only to their being duly stamped) notwithstanding any provision to the contrary in the articles of association of EIPRL; and

 

2.2procure that Stephen Clarke and Mark Slade are validly appointed as additional directors and Anthony Davies is validly appointed as secretary of EIPRL and on such appointments being made, procure that Michael Greenlee and LCIF Representatives Limited shall cease to be directors of EIPRL. The Seller shall procure the resignation of Poul Erik Schou-Pedersen as a director as soon as reasonably practicable following Completion and shall deliver a written resignation from him in the agreed form;

 

47 

 

 

3The Buyer shall:

 

3.1pay the Completion Payment to the nominated account of the Seller by electronic transfer in cleared funds; and

 

3.2procure to transfer the AQM Consideration Shares to the Seller, deliver to the Seller the relevant share certificate (to include the necessary restrictive wording set out in Clause 4.3 for such AQM Consideration Shares, update the relevant registers of AQM, as well as submit the relevant official filings, if required.

 

4At Completion, the Seller shall procure that a meeting of the board of directors of EIPRL is duly convened and held and that resolutions are duly passed at that meeting:

 

4.1approving the registration of the transfer of the Sale Shares (subject only to the transfer being duly stamped) and authorising the issue and delivery to the Buyer (or its nominee) of a new share certificate in respect of the Shares;

 

4.2accepting the resignations of the directors of EIPRL with effect from the end of the meeting;

 

4.3appointing such persons as the Buyer may nominate as directors of EIPRL (but not exceeding any maximum number of directors specified in the articles of association of EIPRL) with effect from the end of the meeting;

 

4.4appointing such person as the Buyer may nominate as the secretary of EIPRL with effect from the end of the meeting;

 

4.5the Seller shall procure that David Casale shall continue to operate EIPRL’s bank accounts in accordance with the reasonable instructions of the Buyer and/or Stephen Clarke and Mark Slade pending the amendment of the existing bank mandates which the Buyer will effect as soon as reasonably practicable after Completion.

 

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Schedule 4

 

General Warranties

 

1Share capital

 

1.1The information contained in Schedules 1 and 2 and 7 is true and accurate and up to date in all material respects.

 

1.2The Sale Shares are fully paid and are beneficially owned and registered in the name of the Seller free from any Encumbrances.

 

1.3No share or loan capital of EIPRL is now under option or is agreed or resolved conditionally or unconditionally to be created or issued or put under option.

 

1.4EIPRL has not at any time reduced or redenominated or purchased or redeemed or repaid or forfeited or agreed to reduce, redenominate, purchase, redeem, repay or forfeit any share capital.

 

2Powers and obligations of the Seller

 

2.1The Seller has full power to execute, deliver and perform its obligations under this Agreement.

 

2.2This Agreement constitutes, and the other documents executed by the Seller which are to be delivered at Completion will, when executed, constitute legal, valid and binding obligations of the Seller enforceable in accordance with their respective terms.

 

2.3The Seller is not insolvent, nor has it proposed a voluntary arrangement or has made or proposed any arrangement or composition with its creditors or any class of its creditors.

 

2.4The Seller has the requisite power and authority to enter into and perform this Agreement and that this Agreement constitutes a valid, legal and binding obligation on the Seller in accordance with its terms and, without prejudice to the generality of the foregoing, all authorisations, approvals, consents and licences required by the Seller to permit the Seller to enter into this Agreement and the arrangements herein contemplated have been unconditionally and irrevocably obtained and are in full force and effect.

 

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2.5The Seller has at all times complied with its obligations under the Call Option Agreement.

 

2.6The information contained in the Disclosure Letter (including the documents attached to or referred to in the Disclosure Letter) is true, complete and accurate and not misleading. All expressions of opinion, expectation and belief contained in the Disclosure Letter are made on reasonable grounds after due and careful consideration and enquiry and are truly and honestly held.

 

2.7All information contained in any written document or communication (including, for this purpose, any document or communication sent or received in electronic form) provided by or on behalf of the Seller or any of them or EIPRL to the Buyer or any of its advisers in the course of the negotiations leading to this Agreement or in the course of any due diligence or other investigation carried out by or on behalf of the Buyer prior to entering into this Agreement was when given and remains true, complete and accurate and not misleading. All expressions of opinion, expectation and belief contained in such information were made on reasonable grounds after due and careful consideration and enquiry and were and continue to be truly and honestly held.

 

3Compliance with legal requirements

 

3.1Compliance has, in all material respects, been made with all legal and procedural requirements and other formalities in relation to EIPRL concerning:

 

3.1.1the articles of association and other constitutional documents (including all resolutions passed or purported to have been passed);

 

3.1.2the filing of all documents required by CA 2006 to be filed at Companies House;

 

3.1.3issues and grants of shares, debentures, notes, mortgages or other securities; and

 

3.1.4payments of interest and dividends and the making of other distributions.

  

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4Accounts

 

4.1The Accounts, (copies of which are attached to the Disclosure Letter):

 

4.1.1comply with the requirements of the CA 2006;

 

4.1.2comply with all generally accepted accounting principles and practices in the United Kingdom at the Accounts Date; and

 

4.1.3give a true and fair view of the state of affairs of EIPRL as at the Accounts Date and of its assets and liabilities as at the Accounts Date and its profits or losses for the financial year ended on the Accounts Date.

 

4.2The accounting records of EIPRL have been properly written up and comply with the CA 2006. All relevant financial books and records of EIPRL are in its possession or otherwise under its direct control.

 

4.3The Management Accounts (a copy of which is attached to the Disclosure Letter) have been carefully prepared on a prudent basis and, taking into account the purpose for which they were prepared, fairly represent the assets, liabilities and state of affairs of the Company at the Management Accounts Date.

 

4.4EIPRL is not entitled to the benefit of any debt otherwise than as the original creditor and has not factored or discounted any of its debts or agreed to do so or engaged in financing of a type which would not be required to be shown or reflected in the Accounts.

 

5Ownership and condition of assets

 

5.1All of the assets listed in Schedule 2 and all other fixed and loose plant, machinery, furniture, fixtures, fittings, equipment, vehicles and all other equipment used in relation to the business of EIPRL are the property of EIPRL free from any hire or hire-purchase agreement or agreement for payment on deferred terms or any Encumbrance, and have at all material times been and are in the possession of or under the control of EIPRL.

 

5.2All of the assets listed in Schedule 2 and all other plant, machinery, vehicles and equipment owned or used by EIPRL is in good repair and condition fair wear and tear excepted and in satisfactory working order and has been serviced and maintained in accordance with appropriate safety regulations.

 

6Insurance

 

6.1EIPRL has effected all insurances required by law to be effected by it.

 

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6.2Full particulars of all insurance policies maintained by EIPRL and currently in force the (“Policies”) are contained in the Disclosure Letter.

 

6.3All premiums due on the Policies have been paid and all the other material conditions of the Policies have been performed and observed and none of the Policies has or may become void or voidable as a result of an act or omission of EIPRL.

 

6.4No claim exceeding £5,000 is outstanding either by the insurer or the insured under any of the Policies.

 

6.5The Seller is not aware of any circumstances which would or might entitle EIPRL to make a claim under any of the Policies or which would or might be required under any of the Policies to be notified to the insurers.

 

7Material transactions

 

7.1Since the Accounts Date:

 

7.1.1EIPRL has entered into transactions and incurred liabilities in the ordinary course of day to day trading operations and not otherwise; and

 

7.1.2There has been no material adverse change in the financial or trading position of EIPRL including any adverse change in respect of turnover, profits, margins of profitability, liabilities (actual or contingent) or expenses (direct or indirect) of EIPRL.

 

8EIPRL Personnel

 

8.1EIPRL does not have any employees, nor has it ever had any.

 

9Contracts

 

9.1EIPRL is not a party to any legally binding contract, obligation or arrangement which:

 

9.1.1is an agreement or arrangement (whether by way of guarantee, indemnity, warranty, representation or otherwise) under which EIPRL is under a prospective or contingent liability in respect of:

 

(i)any disposal by EIPRL of its assets or businesses or any substantial part of them; or

 

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(ii)the obligations of any other person;

 

9.1.2is of an unusual or abnormal nature, or outside the ordinary course of trading;

 

9.1.3is of a long term nature (that is, unlikely to have been fully performed in accordance with its terms within 6 months after the date on which it was entered into or undertaken); or

 

9.1.4is a contract for hire or rent, hire-purchase or purchase by way of credit or instalment payment or for maintenance of EIPRL’s assets; or

 

9.1.5was not entered into on arm’s length terms

 

and EIPRL has no offer, bid, tender or proposal outstanding which by the acceptance or other act of some other person would give rise to any such transaction.

 

10The properties and other interests in land

 

10.1EIPRL has no properties or any other interests in land.

 

11Intellectual Property Rights

 

11.1All EIPRL IPR is legally and beneficially owned solely by EIPRL free from and clear of any Encumbrance.

 

11.2The Registered EIPRL IPR listed in Schedule 7 are all the registered Intellectual Property Rights of which EIPRL is legal or beneficial owner together with all applications for the registration of Intellectual Property Rights or for registered Intellectual Property Rights that EIPRL has made or caused to be made. Schedule 7 is accurate, complete and up to date.

 

11.3EIPRL is the sole registered proprietor (or, where relevant, sole applicant for registration) of all the Registered EIPRL IPR.

 

11.4All renewal, registration, prosecution or other official fees, charges or dues that have become due for payment (or that will become due in the three month period following the Completion Date) in respect of any Registered EIPRL IPR, and all fees or charges of any person payable in connection with the prosecution or maintenance of any Registered EIPRL IPR have been paid in full and in due time.

 

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11.5So far as the Seller is aware, there is no fact or matter (including any act or omission of EIPRL) that might result in any registration of any of the Registered EIPRL IPR, either in whole or in part, being revoked, invalidated or rendered unenforceable or, in the case of applications for registration forming part of the Registered EIPRL IPR, that might prejudice the prospects of registration as filed.

 

11.6EIPRL is and will be, unless any IP Licence is properly terminated by reason of EIPRL being in breach thereof, fully entitled under valid and subsisting IP Licences to use all Relevant Third Party IPR for all purposes for which the Relevant Third Party IPR has been or is being used by EIPRL or for which EIPRL intends or is likely to use the Relevant Third Party IPR.

 

11.7Complete and accurate particulars of all IP Licences (including but not limited to the parties, the relevant Intellectual Property Rights, the rights licensed or otherwise granted in relation to such Intellectual Property Rights, the term, the consideration payable and rights of termination) are set out in the Disclosure Letter and complete and accurate copies of all written IP Licences have been disclosed to the Buyer.

 

11.8Neither EIPRL nor so far as the Seller is aware any other party to any IP Licence is in material breach of any IP Licence.

 

11.9EIPRL has not received any notice terminating any IP Licence or terminating, restricting or altering any right granted under any IP Licence, and so far as the Seller is aware no other party to any IP Licence is entitled without the consent of EIPRL to terminate, restrict or alter or give a valid notice of termination, restriction or alteration of any IP Licence.

 

11.10The fact that EIPRL has proposed to or has entered into this Agreement, the performance by EIPRL of any obligation pursuant to this Agreement or consequent on EIPRL entering into this Agreement will not entitle any other party to an IP Licence to terminate any IP Licence or to terminate, restrict or alter any right granted to EIPRL under any IP Licence.

 

11.11Whether in the carrying on of its business or otherwise (including but not limited to the copying, use and possession of computer software and databases), EIPRL at the date of this Agreement:

 

11.11.1so far as the Seller is aware, does not infringe and has not infringed any Third Party IPR;

 

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11.11.2is not breaching and has not breached any obligations of confidence owed to any third party;

 

11.11.3does not engage and has not engaged in activities that constitute or have constituted passing off or actionable unfair competition in any jurisdiction;

 

11.11.4does not acquiesce, induce or procure, and has not acquiesced, induced or procured, any of the activities referred to in paragraphs, 11.11.2 and 11.11.3 above; and

 

11.11.5as a result of any of the activities referred to in paragraphs 11.11.1, 11.11.2 and 11.11.3 above, has or had any obligation to pay any royalty, fee, fine, compensation, damages, account of profits or any other sum whatsoever, or been or become subject to any restriction or limitation on its activities.

 

11.12So far as the Seller is aware, there is no:

 

11.12.1misappropriation, unauthorised use or infringement by any person of any of the EIPRL IPR;

 

11.12.2any breach by any third party of any obligations of confidence owed to EIPRL;

 

11.12.3any misappropriation or misuse of any Confidential Information; or

 

11.12.4activities that constitute or constituted passing off or actionable unfair competition in respect of which EIPRL does or may have a claim against any person.

 

11.13None of the EIPRL IPR are the subject of any existing, pending or threatened proceedings (other than the normal prosecution to grant of any application for registration) or claim for opposition, cancellation, revocation, rectification, transfer, licence of right, whether in whole or in part, or relating to title, or any similar proceedings or claim anywhere in the world and the Seller is not aware of any circumstances that might result in any such proceedings or claim.

 

11.14The Confidential Information and all information that is of a type that EIPRL could reasonably have been expected to maintain confidential has been kept secret and is under EIPRL’s lawful possession and under its sole control.

 

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11.15EIPRL has not disclosed or permitted, agreed to, undertaken or arranged the disclosure to any person other than the Buyer of any Confidential Information or information that is of a type that EIPRL could reasonably have been expected to maintain confidential (including but not limited to any unpublished or confidential Business IPR (including but not limited to the source code of any computer software owned by EIPRL) and EIPRL is not obliged to make any such disclosure, except properly and in the ordinary course of business and pursuant to a written obligation of confidence that is valid and enforceable).

 

11.16EIPRL is not party to any confidentiality agreement or other agreement, obligation or duty other than a statutory duty that imposes on it a material restriction on the use of or disclosure of any information in its possession.

 

12Data Protection

 

12.1EIPRL complies with and has not breached the Data Protection Legislation.

 

12.2EIPRL has not received a notice, letter or complaint from the Information Commissioner’s Office.

 

12.3EIPRL has complied with all requests from the subjects of the Personal Data for access, changes to or deletions of the Personal Data and no such requests are outstanding.

 

13Litigation

 

13.1Apart from the collection of debts in the ordinary course of the business neither EIPRL nor any person for whose acts EIPRL may be contractually or vicariously liable is engaged in any capacity in any litigation, arbitration, prosecution or other legal proceedings or in any proceedings or hearings before, nor has been the subject of any investigation or inquiry by any statutory, governmental, administrative or regulatory body, department, board or agency; no such matters are pending or threatened; and the Seller is not aware of any circumstances which are likely to give rise to any such matter.

 

13.2There is no outstanding judgment, order, decree, arbitral award or decision of any court, tribunal, arbitrator or governmental agency against EIPRL or any person for whose acts EIPRL may be contractually or vicariously liable.

 

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13.3EIPRL is not a party to any subsisting undertaking given to any court or third party arising out of any proceedings of the kind described in paragraph 13.1.

 

14Anti-bribery and corruption

 

14.1EIPRL is not nor has it at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or under any other applicable anti-bribery and corruption laws or regulations.

 

14.2So far as the Seller is aware no Associated Person of EIPRL has bribed another person (within the meaning given in section 7(3) of the Bribery Act 2010) intending to obtain or retain business or an advantage in the conduct of business for EIPRL and EIPRL has in place adequate procedures in line with the guidance published by the Secretary of State under section 9 of the Bribery Act 2010 designed to prevent its Associated Persons from undertaking any such conduct.

 

14.3Neither EIPRL nor any of its Associated Persons is or has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Bribery Act 2010 so far as the Seller is aware, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

 

14.4EIPRL is not ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended).

 

15Insolvency

 

15.1No order has been made and no resolution has been passed for the winding up of EIPRL or for a provisional liquidator to be appointed in respect of EIPRL and no petition has been presented and no meeting has been convened for the purpose of winding up EIPRL and EIPRL has not been a party to any transaction which could be avoided in a winding up.

 

15.2No administrator has been appointed by court order or any other means in respect of EIPRL, no notice has been served of an intention to appoint an administrator in respect of EIPRL and no petition for such an order has been presented in respect of EIPRL.

 

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15.3No receiver (which expression shall include an administrative receiver) has been appointed in respect of EIPRL or in respect of all or any part of its assets.

 

15.4No voluntary arrangement has been proposed under Part 1 Insolvency Act 1986 in respect of EIPRL and EIPRL has not made or proposed any arrangement or composition with its creditors or any class of them.

 

15.5EIPRL is not insolvent, is not unable to pay and does not have no reasonable prospect of being able to pay its debts, within the meaning of section 123 Insolvency Act 1986, and has not received a written demand pursuant to section 123(a) Insolvency Act 1986 or stopped paying its debts as they fall due.

 

15.6No distress, execution or other process has been levied in respect of any asset of EIPRL.

 

15.7No composition in satisfaction of the debts of EIPRL or scheme of arrangement of its affairs or compromise or arrangement between it and its creditors and/or members or any class of its creditors and/or members has been proposed, sanctioned or approved.

 

15.8No unsatisfied judgement is outstanding against EIPRL.

 

15.9No guarantee, loan capital, borrowed money or interest is overdue for payment and no other obligation or indebtedness is outstanding which is substantially overdue for performance or payment.

 

15.10No circumstances have arisen which are likely to result in:

 

15.10.1a transaction to which EIPRL is a party being set aside; or

 

15.10.2a third party claim involving any asset owned or used by EIPRL being made under section 238 or 339 (Transactions at an undervalue) or sections 239 or 340 (Preferences) Insolvency Act 1986.

 

15.11No disqualification order has at any time been made pursuant to the provisions of the Company Directors Disqualification Act 1986 against any former or current officer of EIPRL.

 

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16Competition

 

16.1EIPRL is not engaged in any agreement, arrangement, practices or conduct which would amount to an infringement of Competition Law of any jurisdiction in which any Group EIPRL conducts business.

 

16.2EIPRL has not received notice that it is the subject of any investigation, inquiry or proceedings by the Office of Fair Trading, the Competition Commission or the European Commission in connection with any actual or alleged infringement of Competition Law.

 

16.3No such investigation, inquiry or proceedings as are mentioned in paragraph 16.2 have been threatened or are pending and so far as the Seller are aware there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

 

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Schedule 5

 

Taxation

 

Part A

 

Definitions and interpretation

 

1In this Schedule the following words and expressions shall (unless the context otherwise requires) have the following meanings:

 

Accounts Relief” means:

 

(a)any Relief that has been taken into account in computing (and so reducing or eliminating) any provision for deferred tax in the Accounts or which, but for such Relief, would have appeared in the Accounts; and

 

(b)any Relief that has been shown as an asset in the Accounts;

 

Buyer’s Relief” means:

 

(c)any Post-Completion Relief;

 

(d)any Relief arising to any member of the Buyer’s Tax Group (other than EIPRL) at any time; and

 

(e)any Accounts Relief;

 

Buyer’s Tax Group” means the Buyer and any company in the same group of companies as the Buyer for any Tax purpose (other than EIPRL);

 

CAA 2001” means the Capital Allowances Act 2001;

 

CTA 2009” means the Corporation Tax Act 2009;

 

CTA 2010” means the Corporation Tax Act 2010;

 

Event” includes any event, occurrence, transaction, act or omission (or any deemed event, occurrence, transaction, act or omission) including for the avoidance of doubt the making of this Agreement and Completion, and any reference to an Event occurring on or before a particular date shall include Events which for Tax purposes are deemed to have or are regarded as having occurred on or before that date;

 

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FAfollowed by a year means the Finance Act of that year or where there was more than one, “FAfollowed by a number in brackets and a year shall be construed accordingly;

 

ICTA 1988” means the Income and Corporation Taxes Act 1988;

 

IHTA 1984” means the Inheritance Tax Act 1984;

 

ITA 2007” means the Income Tax Act 2007;

 

ITTOIA 2005” means the Income Tax (Trading and Other Income) Act 2005;

 

ITEPA 2003” means the Income Tax (Earnings and Pensions) Act 2003;

 

loss” means, in relation to a Relief, the reduction, modification, claw-back, counteraction, disallowance, non-existence, non-availability, cancellation of or failure to obtain all or part of that Relief, and “lost” shall be construed accordingly;

 

PAYE” means the mechanism prescribed by United Kingdom legislation relating to Tax for the collection of Tax to which Part 11 ITEPA 2003 and associated regulations apply;

 

Post-Completion Relief” means any Relief which arises in consequence of or by reference to an Event occurring or deemed to occur after Completion;

 

Relevant Person” means the Seller and any person which is or has been in the same group of companies as the Seller for any Tax purpose or otherwise connected or associated with the Seller at any time (other than EIPRL);

 

Relief” means any loss, relief, allowance, exemption, set-off, deduction, credit or other relief from or relating to any Tax or to the computation of income, profits or gains for the purposes of any Tax and any right to any repayment of or in respect of Tax;

 

Retained Company” means the Seller and any company, other than EIPRL, that may be treated for the purposes of any Tax as being, or as having at any time been, either a member of the same group of companies as the Seller or otherwise associated with the Seller;

 

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Saving” means the amount by which any Tax Liability of EIPRL which has resulted in a payment having become due from the Seller under this Schedule has given rise to a Relief for the Buyer, EIPRL or any member of the Buyer’s Tax Group;

 

Seller’s Relief” means any Relief other than a Buyer’s Relief;

 

Tax” means any form of tax, charge in the nature of or in respect of tax, duty, impost, levy, tariff, withholding or other amount (including amounts due under PAYE, national insurance or social security contributions but excluding rates and other local authority taxes) whatsoever whenever created or imposed and whether of the United Kingdom or elsewhere, payable to or imposed by any Tax Authority and any fine, penalty, surcharge or interest relating to such tax or to its collection or administration;

 

Tax Authority” means HM Revenue & Customs, or any other revenue, customs, fiscal, governmental, statutory, state, provincial, local governmental or municipal authority, body or person competent to assess, demand, impose, administer or collect Tax, whether of the United Kingdom or elsewhere;

 

Tax Covenant Claim” means a claim by the Buyer under the covenant given by the Seller in Part C of this Schedule;

 

Tax Demand” means any claim, assessment, self-assessment, notice, demand, letter or other document issued or any action taken by or on behalf of any Tax Authority or by EIPRL whether before or after the date of this Agreement from which it appears that EIPRL is subject to, or is sought to be made subject to, or might become subject to, any Tax Liability or is denied or is sought to be denied any Relief;

 

Tax Liability” means:

 

(f)a liability to make an actual payment of Tax whether or not such Tax is also or alternatively chargeable against or attributable to any other person and whether or not such Tax has been discharged prior to Completion, in which case the amount of the Tax Liability shall be the amount of the actual payment;

 

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(g)the loss of all or any part of an Accounts Relief within paragraph (a) of the definition of that term, in which case the amount of the Tax Liability will be the amount of Tax which would (on the basis of Tax rates current at the date of Completion) have been saved but for such loss, on the assumption that there are sufficient profits against which to set the Accounts Relief, or where the Relief is the right to repayment of Tax or to a payment in respect of Tax, the amount of the repayment or payment;

 

(h)the loss of all or part of an Accounts Relief within paragraph (b) of the definition of that term, in which case the amount of the Tax Liability shall be equal to the amount of the reduction that there would have been in the value of the asset had the loss been known about when the Accounts were prepared;

 

(i)the use or setting off of any Buyer’s Relief in circumstances where, but for such use or set off, EIPRL would have had a liability to make a payment of or in respect of Tax for which the Buyer would have been able to make a Tax Covenant Claim, in which case, the amount of the Tax Liability shall be the amount of Tax for which the Seller would have been liable but for such use or set off; and

 

(j)any liability of EIPRL to make a payment pursuant to an indemnity, guarantee or covenant entered into before Completion under which EIPRL has agreed to meet or pay a sum equivalent to or by reference to another person’s Tax liability, in which case the Tax Liability shall be equal to the amount of the liability;

 

Tax Statute” means any primary or secondary statute, instrument, enactment, order, law, by-law or regulation making any provision for or in relation to Tax;

 

TCGA 1992” means the Taxation of Chargeable Gains Act 1992;

 

VAT” means:

 

(k)within the European Union, any tax imposed by any Member State in conformity with the Directive of the Council of the European Union on the common system of value added tax (2006/112/EC); and

 

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(l)outside the European Union, any tax corresponding to, or substantially similar to, the common system of value added tax referred to in paragraph (a) of this definition,

 

and (whether or not the United Kingdom is a member of the European Union) VAT includes the tax as currently constituted by the VATA and any other tax imposed in addition or in substitution for it at the rate from time to time imposed;

 

VATA 1994” means the Value Added Tax Act 1994; and

 

VAT Group” means any group of companies for the purposes of section 43 VATA 1994 of which EIPRL is or has been a member on or before Completion.

 

2For the purposes of this Schedule, an Event occurring in the ordinary course of business of EIPRL shall not include the following:

 

2.1any distribution (within the meaning of Part 23 CTA 2010 or Chapters 3, 4 or 5 Part 4 ITTOIA 2005) or deemed distribution;

 

2.2the disposal or acquisition of any asset (including trading stock) or the supply or obtaining of any service or business facility of any kind (including a loan of money or the letting, hiring or licensing of any tangible or intangible property) in circumstances where the consideration (if any) actually received or given by EIPRL for such disposal, acquisition, supply or obtaining is different from the consideration deemed to have been received for any Tax purpose;

 

2.3any Event which gives rise to a Tax Liability in respect of deemed (as opposed to actual) income, profits, or gains;

 

2.4EIPRL ceasing, or being deemed to cease, to be a member of any group of companies or associated with any other company for any Tax purpose;

 

2.5any Event which gives rise to a Tax Liability under Chapters 2B or 2C Part 14 ITA 2007, or Part 7A TCGA 1992 (UK representatives of non-UK residents);

 

2.6any Event which gives rise to a Tax Liability primarily chargeable against or attributable to any other person;

 

2.7any scheme, arrangement or transaction which had as its main objects or one of its main objects the avoiding or reducing or deferring of a Tax Liability;

 

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2.8the creation, cancellation or reorganisation of any share or loan capital of EIPRL on or before Completion;

 

2.9any failure by the Company to deduct Tax from a payment where required to do so by law or the failure to account to the appropriate Tax Authority for any such Tax;

 

2.10any Event which gives rise to any fine, penalty, surcharge, interest or other imposition relating to any Tax.

 

3Words and phrases which are defined or referred to in or for the purposes of Tax Statutes have the same meanings in this Schedule unless otherwise expressly defined in this Schedule.

 

4Any reference to a “Part” is (except where the context requires otherwise) to a part of this Schedule and any reference to a paragraph contained within any Part of this Schedule is (except where the context requires otherwise) to a paragraph of that Part.

 

5Any stamp duty which is charged on any document or, in the case of a document which is outside the UK, any stamp duty which would be charged on the document if it were brought into the UK, which is necessary to establish the title of EIPRL to any asset, and any interest, fine or penalty relating to such stamp duty, shall be deemed to be a liability of EIPRL to make an actual payment of Tax in consequence of an Event arising on the last day on which it would have been necessary to pay such stamp duty in order to avoid any liability to interest or penalties arising on it.

 

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Part B

 

Tax Warranties

 

1Returns, notices and records

 

1.1EIPRL has in the six years prior to the date of this Agreement duly, and within any applicable time limits, made all returns, computations, assessments, claims and elections, given all notices and supplied all other information required by law to be supplied to all relevant Tax Authorities. All such information, returns, computations, assessments, claims, elections and notices were and, so far as the Seller is aware, remain complete and accurate in all material respects and none of them is or, so far as the Seller is aware, is likely to be the subject of any material dispute with any Tax Authority.

 

1.2EIPRL maintains complete and accurate records, invoices and other information in relation to Tax that meet all legal requirements and enable the Tax liabilities and Tax reliefs of EIPRL to be calculated accurately in all material respects.

 

1.3The Disclosure Letter contains details of all concessions, agreements and arrangements that EIPRL has entered into with a Tax Authority.

 

1.4The Accounts make full provision or reserve within generally accepted accounting principles for all Tax for which EIPRL is accountable at that date. Proper provision has been made and shown in the Accounts for deferred tax in accordance with generally accepted accounting principles.

 

2Payment of Tax, deductions on account of Tax

 

2.1All Tax for which EIPRL is liable to account and in respect of which the due date arose before Completion has been paid to the applicable Tax Authority.

 

2.2EIPRL is not liable, and has not within three years prior to the date of this Agreement, been liable to pay any penalty, fine, surcharge or interest in connection with any Tax or the administration of any Tax.

 

2.3EIPRL has within the six years prior to the date of this Agreement made all deductions and retentions of or on account of Tax as it was or is obliged by law to make and all such payments of or on account of Tax as should by law have been made to any Tax Authority in respect of such deductions or retentions.

 

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3Disputes, investigation

 

3.1EIPRL is not, nor has within the six years prior to the date of this Agreement been, involved in any dispute with any Tax Authority.

 

3.2No Tax Authority is at present conducting any review, audit or investigation into the business or affairs of the Company or any aspect of them and, so far as the Seller is aware, no circumstances exist that are likely to give rise to any such review, audit or investigation.

 

4Secondary liability, Agency etc

 

4.1No event has occurred and no circumstances exist which may result in EIPRL becoming liable to pay or bear a Tax liability directly or primarily chargeable against or attributable to another person, firm or company.

 

4.2EIPRL is not nor has, within the six years prior to the date of this Agreement, been liable for any Tax as the agent of any other person or business and does not constitute a permanent establishment of any other person, business or enterprise for any Tax purposes.

 

5Close Company / Inheritance Tax

 

5.1EIPRL is not a close investment-holding company within the meaning of section 34 CTA 2010 for financial years before the financial year commencing 1 April 2015.

 

5.2EIPRL is not liable to Tax under the provisions of Part 10 CTA 2010 (close companies).

 

5.3No transfer of value has been made to or by EIPRL within the meaning of IHTA 1984.

 

5.4Neither the assets owned by nor the shares of EIPRL are subject to an outstanding Inland Revenue charge as defined in section 237 IHTA 1984 (imposition of charge).

 

5.5No circumstances exist, or but for section 204(6) IHTA 1984 (contingent liability of transferee for unpaid capital transfer tax or inheritance tax) would exist, such that a power of sale could be exercised in relation to any assets or shares of EIPRL pursuant to section 212 IHTA 1984 (powers to raise tax).

 

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6Capital gains

 

6.1EIPRL does not own any asset in relation to which the consideration treated as provided for the purposes of TCGA 1992 has been reduced below the consideration actually given for the acquisition of that asset by reason of a claim made under section 152 to 155 TCGA 1992 or under section 175 TCGA 1992.

 

6.2The book value shown in, or adopted for the purposes of, the Accounts as the value of each of the assets of EIPRL, on the disposal of which a chargeable gain or allowable loss could arise, does not exceed the amount which on a disposal of such asset at the date of this Agreement would be deductible, in each case, disregarding any statutory right to claim any allowance or relief other than amounts deductible under section 38 TCGA 1992.

 

6.3Details of all capital losses available for carry-forward by EIPRL are set out in the Disclosure Letter.

 

7Notifiable arrangements

 

7.1EIPRL has not entered into any notifiable arrangements for the purposes of Part 7 FA 2004, any notifiable contribution arrangement for the purpose of the National Insurance Contribution (Application of Part 7 of the Finance Act 2004) Regulations 2007 or any notifiable schemes for the purposes of Schedule 11A VATA 1994.

 

7.2EIPRL has not been a party to, or has otherwise been involved in, any transaction, scheme or arrangement designed wholly or mainly or containing steps or stages having no commercial purpose and designed wholly or mainly for the purpose of avoiding or deferring Tax or reducing a liability to Tax or amounts to be accounted for under PAYE.

 

8International

 

8.1EIPRL is and has at all times been resident for Tax purposes in the United Kingdom and is not and has not been treated as resident in any other jurisdiction for any Tax purposes (including under any double taxation agreement).

 

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8.2EIPRL does not have and has not had in the period of three years ending on the date of this Agreement any branch, agent or permanent establishment (within the meaning of the OECD Model Double Taxation Agreement) outside the United Kingdom.

 

9VAT1

 

9.1In relation to VAT:

 

9.1.1       EIPRL is registered for the purposes of VATA 1994 under the registration number specified in the Disclosure Letter, has been so registered at all times that it has been required to be registered, and no such registration is subject to any special conditions imposed by or agreed with the relevant Tax Authority;

 

9.1.2       EIPRL is not and has never been treated as a member of a group for the purposes of section 43 VATA 1994 (groups of companies), and has not applied for such treatment;

 

9.1.3       no asset of EIPRL is a capital item in respect of which the input tax reclaimed may be subject to adjustment in accordance with the provisions of Part XV of the Value Added Tax Regulations 1995;

 

9.1.4       neither EIPRL nor any “relevant associate” of EIPRL (within paragraph 3 Schedule 10 VATA 1994) has made an option to tax under Part 1 Schedule 10 VATA 1994 in respect of any land or buildings in respect of which any Group Company holds any interest or right;

 

9.1.5       EIPRL has not registered, and is not required to register, for the purposes of value added tax or any similar sales or turnover tax in any jurisdiction other than the United Kingdom.

 

10R&D

 

10.1Any claim for an R&D tax credit under sections 1054 to 1060 CTA 2009 (Tax relief for expenditure on research and development) by EIPRL has been properly and validly made.

 

 

 

1   KLG Tax note: Mills & Reeve to revise to reflect EIPRL VAT group arrangements.

 

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11Employees

 

11.1The Disclosure Letter contains details of all schemes established in relation to EIPRL approved by HMRC under Schedules 2, 3 and 4 to ITEPA 2003 or notified to HMRC as meeting the relevant statutory requirements (“Tax-advantaged Schemes”). HMRC’s approval was not, before 6 April 2014, withdrawn in respect of any Tax-advantaged Scheme for which approval had previously been given, and so far as the Seller is aware no circumstances have arisen under which a Tax-advantaged Scheme may cease to meet the relevant statutory requirements.

 

11.2So far as the Seller is aware, no circumstances have arisen in relation to any option granted by EIPRL under the provisions of Schedule 5 ITEPA 2003 which would constitute a disqualifying event in relation to that option for the purposes of chapter 9 Part 7 ITEPA 2003.

 

11.3The Disclosure Letter contains details of any payments or loans made to, any assets made available or transferred to, or any assets earmarked, however informally, for the benefit of, any employee or former employee (or anyone linked with such employee or former employee) of EIPRL by an employee benefit trust or another third party, falling within the provisions of Part 7A ITEPA 2003 and details of any trust or arrangement capable of conferring such a benefit.

 

11.4There are no trusts or other arrangements in place, whether funded or established by EIPRL or of which the Seller is aware, under which any employees or former employees of EIPRL or any persons associated with such employees or former employees can obtain a benefit in any form.

 

12Stamp Taxes

 

12.1All documents which are necessary to establish the title of EIPRL to any asset and which attract stamp or transfer duty in the United Kingdom or elsewhere have been duly stamped and any applicable stamp duties or similar duties or charges in respect of such documents have been duly accounted for and paid.

 

12.2The sale of the Shares at Completion will not give rise to the withdrawal of relief from stamp duty or stamp duty land tax where such relief was given or claimed in respect of a transaction entered into by EIPRL on or before Completion.

 

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12.3EIPRL has duly, and within any applicable time limits, submitted to HM Revenue & Customs all necessary land transaction returns and paid any stamp duty land tax that has become due and EIPRL will not be required to submit any additional land transaction returns or pay any additional stamp duty land tax in respect of land transactions the effective date of which falls on or fell before the Completion Date.

 

13Capital allowances

 

EIPRL has not claimed first-year tax credits within the meaning of Schedule A1 to CAA 2001, business renovation allowances under Part 3A of CAA 2001, flat conversion allowances under Part 4A of CAA 2001 or owned at the Accounts Date any asset which, if disposed of at the date of this Agreement for consideration equal to its net book value as included in the Accounts, would give rise to a balancing charge or clawback of allowances.

 

14Distributions and other payments

 

14.1No distribution or deemed distribution, within the meaning of section 1000 or sections 1022 to 1027 of CTA 2010, has been made (or will be deemed to have been made) by EIPRL, except dividends shown in the Accounts, and EIPRL is not bound to make any such distribution.

 

14.2EIPRL has not, within the six years prior to the date of this Agreement, been engaged in, or been a party to, any of the transactions set out in Chapter 5 of Part 23 of CTA 2010 (demergers).

 

15Loan relationships

 

15.1All financing costs, including interest, discounts and premiums payable by EIPRL in respect of its loan relationships within the meaning of section 302 of CTA 2009 are eligible to be brought into account by EIPRL as a debit for the purposes of Part 5 of CTA 2009 at the time, and to the extent that such debits are recognised in the statutory accounts of EIPRL.

 

16Groups of companies

 

16.1Except as provided in the Accounts, EIPRL is not, nor will be, obliged to make or be entitled to receive any payment for the surrender of group relief as defined in section 183 of CTA 2010 in respect of any period ending on or before Completion, or any payment for the surrender of the benefit of an amount of advance corporation tax or any repayment of such a payment.

 

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16.2EIPRL has not entered into, or agreed to enter into, an election pursuant to sections 171A of TCGA 1992, paragraph 16 of Schedule 26 to FA 2008, or section 792 of CTA 2009 (or paragraph 66 of Schedule 29 to FA 2002).

 

16.3Neither the execution nor completion of this Agreement, nor any other event since the Accounts Date, will result in any chargeable asset being deemed to have been disposed of and re-acquired by EIPRL for Tax purposes or to the clawback of any relief previously given.

 

16.4EIPRL has never been party to any arrangements pursuant to sections 59F of the Taxes Management Act 1970 (group payment arrangements).

 

17Transfer pricing

 

17.1All transactions or arrangements made by EIPRL have been made on arm’s length terms and the processes by which prices and terms have been arrived at have, in each case, been fully documented. No notice, enquiry or adjustment has been made or, so far as the Seller is aware, is likely to be made by any Tax Authority in connection with any such transactions or arrangements.

 

18Construction Industry Scheme

 

18.1EIPRL is not required to register as a Contractor under the provisions of section 59 of FA 2004 and the expenditure incurred by EIPRL on construction, refurbishment and fitting-out works in each of the three years ending on the date of this Agreement is less than £1 million.

 

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Part C

 

Tax Covenant

 

1Covenant by the Seller

 

1.1The Seller hereby covenants with the Buyer to pay to the Buyer an amount or amounts equal to:

 

1.1.1any Tax Liability of EIPRL arising:

 

(i)as a result of, in respect of or by reference to any Event occurring or deemed for the purposes of any Tax to occur on or before Completion; or

 

(ii)as a result of, in respect of, or by reference to any income, profits or gains earned or received or deemed for the purposes of any Tax to have been earned or received on or before or in respect of any period ending on or before the Completion Date; or

 

(iii)in circumstances where such Tax Liability would not have arisen but for the failure of any Relevant Person to pay any Tax for which such Relevant Person is primarily liable;

 

1.1.2any Tax Liability of EIPRL or the Buyer in respect of inheritance tax which:

 

(i)arises as a result of a transfer of value occurring or being deemed to occur on or before Completion (whether or not in conjunction with the death of any person whensoever occurring);

 

(ii)has given rise at Completion to a charge on any of the Sale Shares or assets of EIPRL; or

 

(iii)gives rise after Completion to a charge on any of the Sale Shares in or assets of EIPRL as a result of the death of any person within seven years of a transfer of value which occurred before Completion;

 

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PROVIDED THAT in determining for the purposes of this Part C whether a charge on or power to sell, mortgage or charge any of the shares or assets of EIPRL exists at any time or whether there is a liability for inheritance tax, the fact that any Tax is not yet payable or may be paid by instalments shall be disregarded and such Tax shall be treated as becoming due and the charge or power to sell, mortgage or charge as arising on the date of the transfer of value or other Event on or in respect of which it becomes payable or arises;

 

1.1.3any Tax Liability of EIPRL or the Buyer which arises as a result of any Event which occurs after Completion pursuant to a legally binding obligation (whether or not conditional) entered into by EIPRL on or before Completion otherwise than in the ordinary course of business;

 

1.1.4any Tax Liability of EIPRL being:

 

(i)Employer Class 1 national insurance contributions (secondary) (together with any interest, fines and penalties); or

 

(ii)Employee Class 1 national insurance contributions (primary) and income tax (in each case together with any interest fines and penalties)

 

arising at any time:

 

(A)in respect of the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities where the grant of the option or other right to acquire the security occurred on or before Completion; or

 

(B)in respect of any acquisition, vesting, holding, variation or disposal of employment-related securities (as defined for the purposes of Part 7 ITEPA 2003) or any equivalent securities legally or beneficially held by individuals who are resident for Tax purposes outside the UK, where the acquisition of the security occurred on or before Completion; or

 

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(C)in connection with or as a result of any part of the AQM Consideration Shares or the consideration for the ETL Option being treated as employment income;

 

1.1.5any Tax Liability that arises at any time under Part 7A ITEPA 2003 where the arrangement within section 554A ITEPA 2003 giving rise to the charge was entered into by EIPRL, ETL or the Seller (or anyone acting on their instructions) on or before Completion; and

 

1.1.6any reasonable costs and expenses properly incurred by the Buyer or EIPRL in connection with any such liability as is referred to in any of paragraphs 1.1.1 to 1.1.5 inclusive, any other liability in respect of which the Seller is liable under this Schedule 5 or taking or defending any action under this Schedule 5.

 

2Gross-up

 

2.1All sums payable under this Part C or in respect of a breach of the Warranties shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the payer shall pay such additional amount as shall be required to ensure that the net amount received by the payee will equal the full amount which would have been received by it under this Part C or in respect of a breach of the Warranties had no such deduction or withholding been required to be made.

 

2.2If any Tax Authority brings into charge to Tax any sum paid under this Part C or in respect of a breach of the Warranties, then the payer shall pay such additional amount as shall be required to ensure that the total amount paid, less the Tax chargeable on such amount is equal to the amount that would otherwise be payable under this Part C or in respect of a breach of the Warranties.

 

2.3To the extent that any deduction, withholding or Tax in respect of which an additional amount has been paid under paragraphs 2.1 or 2.2 of this Part C results in the payee obtaining a Relief (reasonable endeavours having been used to obtain such Relief), the payee shall pay to the payer, within 14 days of obtaining the benefit of utilising such Relief, an amount equal to the lesser of the value of the Relief obtained and the additional sum paid under paragraph 2.1 or 2.2.

 

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2.4If the Buyer would, but for the availability of a Buyer’s Relief, or the Seller would, but for the availability of a Seller’s Relief, incur a Tax liability falling within paragraphs 2.2, the Buyer or the Seller (as the case may be) shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

 

2.5Paragraphs 2.1 and 2.2 of this Part C shall not apply to the extent that the deduction, withholding or Tax would not have arisen but for:

 

2.5.1a change in law after Completion; or

 

2.5.2an assignment by the payee of any of its rights under this Agreement.

 

2.6No additional payment shall be required under either paragraphs 2.1 or 2.2 to the extent that the relevant deducting withholding or Tax has already been taken account in respect of, and has accordingly increased, the amount payable in respect of any Claim for breach of Warranty.

 

3Payment

 

3.1Where any amount is required to be paid by the Seller under this Schedule the due date for the making of that payment in cleared funds shall be the date falling five (5) business days after the date on which the Buyer has notified the Seller of the amount of the payment required to be made or, if later:

 

3.1.1in the case of a Tax Liability that involves an actual payment of or in respect of Tax or in the case of a Tax Liability within paragraph (e) of the definition, on or before the fifth business day prior to the last date on which the payment of Tax or the Tax Liability in question may be paid (if appropriate, to the relevant Tax Authority) in order to avoid incurring a liability to interest or a charge fine or penalty in respect of that Tax Liability;

 

3.1.2in the case of the loss of a right to repayment of Tax ,which is a Tax Liability within paragraph (c) of the definition, or the set off of a right to repayment of Tax, the date on which the repayment would have been received but for such loss or set off; or

 

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3.1.3in the case of the set off of a Relief (other than a right to repayment of Tax), which is a Tax Liability within paragraph (d) of the definition, the last date on which, but for the set off, the Tax Liability which would have been payable could have been paid to the relevant Tax Authority in order to avoid incurring a liability to interest or a charge fine or penalty in respect of that Tax Liability; or

 

3.1.4in the case of the loss of an Accounts Relief (other than a right to repayment of Tax), the earlier of:

 

(i)the period in which the loss of the Accounts Relief gives rise to an actual Tax Liability; or

 

(ii)the period in which the loss of the Accounts Relief occurs.

 

4Buyer’s Covenants

 

4.1The Buyer hereby covenants with the Seller (for itself and/or, in the case of paragraphs 4.1.2 and 4.1.3 below, as trustee for the relevant Retained Company or director of a Retained Company) to pay to the Seller an amount equal to:

 

4.1.1any liability for Tax of the Seller arising pursuant to Chapter 6 Part 14 CTA 2010 (recovery of unpaid corporation tax) in respect of Tax arising as a result of or attributable to or by reference to the activities of EIPRL prior to Completion;

 

4.1.2any liability or increased liability to Tax of any Retained Company which arises as a result of or by reference to any reduction or disallowance of group relief that would otherwise have been available to the Retained Company where and to the extent that such reduction or disallowance occurs as a result of or by reference to:

 

(i)any total or partial withdrawal effected by EIPRL after Completion of any surrender of group relief that was submitted by EIPRL to HM Revenue & Customs on or before Completion in respect of any accounting period ended on or before the Accounts Date; or

 

(ii)any total or partial disclaimer made by EIPRL after Completion of any capital allowances available to EIPRL in respect of any accounting period ended on or before the Accounts Date,

 

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save where any such withdrawal or disclaimer is made at the express written request of the Seller;

 

4.1.3any liability or increased liability to Tax of any Retained Company or any director of a Retained Company which arises as a consequence of or by reference to any of the following occurring or being deemed to occur at any time after Completion:

 

(i)the disposal by EIPRL or any company in the Buyer’s Tax Group of any asset or of any interest in or right over any asset;

 

(ii)the making by EIPRL or any company in the Buyer’s Tax Group of any such payment or deemed payment as constitutes a chargeable payment for the purposes of Chapter 5 Part 23 CTA 2010;

 

(iii)EIPRL or any member of the Buyer’s Tax Group ceasing to be resident in the United Kingdom for the purposes of any Tax;

 

(iv)the effecting by EIPRL or any member of the Buyer’s Tax Group of any such payment or transfer of assets as constitutes the receipt by another person of an abnormal amount by way of dividend (as defined in Part 15 CTA 2010); or

 

(v)the failure of EIPRL to pay an amount of stamp duty land tax which falls chargeable as a result of the withdrawal of group relief pursuant to paragraph 3 Schedule 7 FA 2003 on or after the Completion Date; and

 

4.1.4any reasonable costs and expenses properly incurred in connection with any liability to Tax referred to in this paragraph 4 or through taking or defending any successful action under this paragraph 4.

 

4.2Paragraphs 2 and 3 of Part C shall apply to the covenant contained in paragraph 4.1 as they apply to the covenants contained in paragraph 1 of Part C, replacing references to the Seller with the Buyer (and vice versa) and making any other necessary modifications.

 

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4.3Paragraphs 4.1 and 4.2 shall not apply to Tax to the extent that:

 

4.3.1it is Tax in respect of which the Seller is liable to make a payment under paragraph 1 of Part C to this Schedule; or

 

4.3.2it is Tax which has been recovered under section 717(2) CTA 2010 (and the Seller shall procure that no such recovery is sought to the extent that payment is made hereunder).

 

5Interaction with Part D

 

5.1The provisions in Part C are subject to the provisions in Part D.

 

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Part D

 

Limitations and Procedure

 

6Limitations

 

6.1Neither the covenant contained in paragraph 1 of Part C nor a claim for a breach of the Tax Warranties (or a breach of any other Warranty insofar as any such Claim relates to Tax) shall extend to any Tax Liability to the extent that:

 

6.1.1specific provision or reserve has been made for such liability in the Accounts; or

 

6.1.2such liability was paid or discharged on or before Completion and the discharge of such liability is reflected in the Accounts or cash sufficient to meet such liability has been retained by EIPRL on the date of Completion and such cash is not reflected as an asset in the Accounts; or

 

6.1.3such liability arises or is increased as a result of any change in the rates of Tax, or change in law (or a change in generally accepted interpretation on the basis of case law), regulation or directive, or any generally published practice of any Tax Authority coming into force after Completion (other than a change targeted specifically at countering a tax avoidance scheme); or

 

6.1.4such liability would not have arisen but for any act or omission effected by EIPRL or the Buyer after Completion:

 

(i)otherwise than pursuant to a legally binding obligation entered into by EIPRL on or before Completion;

 

(ii)other than any act or omission imposed on EIPRL or the Buyer by any legislation coming into force before, on or after Completion; or

 

(iii)otherwise than in the ordinary course of business as carried on by EIPRL prior to Completion; or

 

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6.1.5such liability arises as a result of:

 

(i)any income, profit or gains earned, accrued or received, or deemed to have been earned, accrued or received in respect of the period between the Accounts Date and Completion in the ordinary course of business of EIPRL to which the liability relates; or

 

(ii)any Event which occurred in the ordinary course of business of EIPRL since the Accounts Date and on or before Completion; or

 

6.1.6the liability arises by virtue of an underpayment of Tax prior to Completion, insofar as such underpayment would not have been an underpayment but for a bona fide estimate made prior to Completion of the amount of income, profits or gains to be earned, accrued or received after Completion proving to be incorrect; or

 

6.1.7the liability arises as a result of a change after Completion in the length of any accounting period for Tax purposes of EIPRL, or (other than a change which is necessary in order to comply with the law or generally accepted accounting principles applicable to the EIPRL at Completion) a change after Completion in any accounting policy or Tax reporting practice of EIPRL;

 

6.1.8such liability arises or is increased as a result of the failure by the Buyer to comply with any of its obligations under this Agreement; or

 

6.1.9EIPRL has recovered, at no cost to EIPRL or the Buyer, from any other person (other than any member of the Buyer’s Tax Group) any amount in respect of the liability; or

 

6.1.10

 

6.1.11such liability has been eliminated, satisfied or discharged at no cost to EIPRL or the Buyer by the application of a Seller’s Relief; or

 

6.1.12the liability arises as a result of the failure by EIPRL to submit the returns and computations required to be made by it or not submitting such returns and computations within the appropriate time limits or submitting such returns and computations otherwise than on a proper basis, in each case after Completion, save to the extent that any failure to submit, failure to comply with time limits or submission otherwise than on a proper basis results from EIPRL’s or the Buyer’s compliance with paragraphs 4 or 9 of this Part D; or

 

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6.1.13the liability would not have arisen but for:

 

(i)the making of a claim, election, surrender or disclaimer, the giving of a notice or consent, or the doing of any other thing under the provisions of any enactment or regulation relating to Tax, in each case after Completion and by EIPRL or the Buyer where the making, giving or doing of which was not taken into account in computing and so reducing any provision or reserve for Tax in the Accounts; or

 

(ii)the failure or omission on the part of EIPRL or the Buyer after Completion to make any valid claim, election, surrender or disclaimer, or to give any such notice or consent or to do any other such thing in circumstances where the making, giving or doing of which was taken into account in computing and so reducing any provision or reserve for Tax in the Accounts; or

 

6.1.14

 

6.1.15the liability would not have arisen (or been increased) but for an increase in the number of associated companies (within the meaning of section 25 CTA 2010) of EIPRL after Completion.

 

7Time limits

 

7.1No Tax Covenant Claim shall be brought by the Buyer unless notice in writing of such Tax Covenant Claim has been given to the Seller within seven years after Completion.

 

8Mitigation

 

8.1The Buyer shall, at sole cost and the direction in writing of the Seller, procure that EIPRL take all reasonable steps as the Seller may require to:

 

8.1.1use in the manner hereinafter mentioned all such Seller’s Reliefs as are available to EIPRL to reduce or eliminate any Tax Liability in respect of which the Buyer would have been able to make a claim against the Seller under this Agreement (such Seller’s Reliefs including, without limitation, Seller’s Reliefs made available to a company by means of a surrender from another company provided that such surrenders shall be made for no payment), the said use being to effect the reduction or elimination of any such Tax Liability to the extent specified by the Seller and permitted by law; and

 

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8.1.2allow the Seller to reduce or eliminate any Tax Liability of EIPRL by surrendering, or procuring the surrender by any company of group relief to EIPRL to the extent permitted by law but without any payment being made in consideration for such surrender.

 

9Conduct of Tax Demands

 

9.1If the Buyer shall become aware of any Tax Demand which is likely to give rise to a liability on the Seller under this Agreement, the Buyer shall, but not as a condition precedent to the liability of the Seller, give notice or procure that notice is given as soon as reasonably practicable to the Seller.

 

9.2If the Seller becomes aware of any Tax Demand which is likely to give rise to a liability on the Seller under this Agreement, the Seller shall give notice as soon as reasonably practicable to the Buyer and, on receipt of such notice, the Buyer shall be deemed to have given the Seller notice of the Tax Demand in accordance with the provisions of paragraph 4.1.

 

9.3As regards any Tax Demand, the Buyer shall take or shall procure that EIPRL shall take such reasonable action as the Seller may, by written notice given to the Buyer reasonably and promptly, request to cause the Tax Demand to be withdrawn or to dispute, resist, appeal against, compromise or defend the Tax Demand and any determination in respect of it or to apply to postpone (so far as legally possible) the payment of any Tax pending the determination of any appeal but subject to the Buyer and EIPRL first being indemnified to their reasonable satisfaction by the Seller against all losses (including any additional Tax Liability), interest, costs, damages and expenses which may be thereby incurred, and PROVIDED THAT:

 

9.3.1any request made by the Seller pursuant to this paragraph 4.3 shall be made promptly following receipt by the Seller of any notice given by the Buyer to the Seller in accordance with paragraph 4.1 and in any event within 10 business days of such receipt;

 

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9.3.2the Buyer and EIPRL shall not be obliged to comply with any request of the Seller which involves contesting any assessment for Tax before any court or any other appellate body unless they have been advised in writing by tax counsel of at least ten years’ call, instructed by agreement between the Buyer and the Seller at the expense of the Seller, that an appeal against the assessment for Tax in question will, on the balance of probabilities, be won;

 

9.3.3the Seller shall not be entitled under paragraph 4.3 to require that the Buyer delegates (or procures that EIPRL delegates) the conduct of any proceedings or dealings arising in connection with the Tax Demand in question to the Seller, or its agents or advisers;

 

9.3.4the Buyer shall not be obliged to take any action (or procure the taking of any action by EIPRL) under this paragraph 4 if EIPRL is requested to appeal against any Tax Demand and it is a requirement for such an appeal that the Tax be paid, unless payment has previously been made by the Seller to the Buyer of an amount equal to such Tax and in respect of it;

 

9.3.5the Buyer or EIPRL shall have the conduct of any proceedings or dealings arising in connection with the Tax Demand absolutely (without prejudice to its rights under this Agreement) and shall be free to pay or settle the Tax Demand on such terms as the Buyer or EIPRL may in its absolute discretion consider fit if:

 

(i)the Seller does not request the Buyer to take any action under this paragraph 4; or

 

(ii)the Seller has (or EIPRL before Completion has) been involved in a case involving fraudulent conduct or deliberate default in respect of the Tax Liability which is the subject matter of Tax Demand; or

 

(iii)in the Buyer’s reasonable opinion, the action requested by the Seller under this paragraph 4 is likely to affect adversely the Tax liability of the Buyer or EIPRL or the business or financial interests of any of them or is unreasonable or contrary to the legal obligations of any of them.

 

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9.4Neither the Buyer nor EIPRL shall be liable to the Seller for non-compliance with any of the provisions of this paragraph 4 if the Buyer or EIPRL has acted in good faith in accordance with the instructions of the Seller.

 

10Adjustment to Consideration

 

10.1Any payment made pursuant to paragraph 1 of Part C shall, so far as possible, be treated as an adjustment to the consideration paid by the Buyer for the Sale Shares under this Agreement.

 

11Savings

 

11.1If, within seven years after Completion and at the Seller’s request and expense, the auditors of EIPRL for the time being determine either that EIPRL has obtained a Saving (and that Saving has not been taken into account in computing any liability of the Seller for breach of the Tax Warranties or under the Tax Covenant), it will be applied as follows:

 

11.1.1first, the amount of the Saving, less any costs incurred by the Buyer or EIPRL, will be set off against any payment then due from the Seller under Part C to this Schedule;

 

11.1.2secondly, to the extent that there is an excess, the Buyer will, within ten business days, pay to the Seller the lesser of:

 

(i)the amount of the excess; and

 

(ii)any amount previously paid by the Seller under Part C less any amount previously repaid to the Seller under any provision of this Schedule;

 

11.1.3thirdly, to the extent that the excess referred to in paragraph 6.1.2 is not exhausted, the remainder of that excess will be carried forward and set off against any future liability of the Seller under Part C to this Schedule.

 

85 

 

 

11.2Neither EIPRL nor any member of the Buyer’s Tax Group will be treated as having obtained a Saving until the last date upon which it would have been obliged to make the actual payment of Tax which has been reduced or eliminated in order to avoid incurring interest thereon.

 

11.3The Buyer will inform the Seller as soon as reasonably practicable after it becomes aware that EIPRL may obtain or has obtained a Saving.

 

11.4Where a determination has been made by the auditors of EIPRL for the time being under paragraph 6.1 as to whether or not EIPRL has obtained a Saving, the Seller or the Buyer may request the auditors to review such determination (within seven years after Completion and at the expense of the person making the request) in the light of all relevant circumstances, including any facts which have become known only since such determination, and to determine whether such determination remains correct or whether, in the light of those circumstances, the amount that was the subject of such determination should be amended. If the auditors determine under this paragraph 6.3 that an amount previously determined should be amended, that amended amount will be substituted for the purpose of paragraph 6.1 in place of the amount originally determined, and such adjusting payment (if any) as may be required by virtue of such substitution will as soon as reasonably practicable be made by the Seller to the Buyer or by the Buyer to the Seller, as the case may be.

 

11.5In making or reviewing any determination under this paragraph 6, the auditors (or other firm of chartered accountants) will act as experts and not as arbitrators and their determination will (in the absence of manifest error) be conclusive and binding on the parties.

  

86 

 

 

12Recovery from Third Parties

 

12.1Subject to this paragraph 7, the Buyer undertakes that if, after the Seller has paid any amount due under this Agreement in full discharge of any Tax Liability, EIPRL is or becomes entitled to recover from some other person (not being the Buyer, any other member of the Buyer’s Tax Group or any current officer, director or employee of any of them) any amount in respect of such Tax Liability, the Buyer shall repay to the Seller a sum equal to the lesser of:

 

12.1.1the amount of any payment so received, after deduction from it of an amount equal to any reasonable costs incurred in obtaining it and any Tax Liability in respect of it; and

 

12.1.2the amount paid by the Seller under this Agreement in respect of the Tax Liability in question.

 

12.2For the purposes of this paragraph 7, EIPRL shall be deemed to receive a refund or repayment of Tax if and when EIPRL would have received such a repayment but for another Tax Liability in respect of which the Buyer is not entitled to make a claim under this schedule.

 

12.3If the Buyer becomes aware that EIPRL is entitled to recover any amount mentioned in paragraph 7.1, the Buyer will as soon as reasonably practicable give notice of the fact to the Seller and subject to the Seller first indemnifying EIPRL and the Buyer to their reasonable satisfaction against all reasonable costs and expenses which may be incurred thereby, the Buyer will procure that EIPRL takes such action as the Seller may reasonably and promptly request to effect such recovery.

 

13Assignment

 

13.1If the Buyer assigns the benefit of this Agreement or this Schedule, the Seller shall not be liable under this Schedule to any greater extent than the Seller would have been so liable in the absence of such assignment.

 

14Corporation tax computations2

 

14.1Subject to this paragraph 9, the Seller or its duly authorised agents shall be responsible for and have conduct of preparing, submitting to and agreeing with EIPRL’s Inspector of Taxes all corporation tax returns and computations of EIPRL in respect of any accounting period ending on or before Completion including, without limitation, the making of all associated claims and elections PROVIDED THAT the costs of preparing, submitting and agreeing such returns and computations shall be borne by EIPRL.

 

 

 

2   KLG Tax: Subject to client comment.

 

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14.2All such returns, computations and any related documents and correspondence, shall be submitted in draft form to the Buyer or (at the Buyer’s request) its duly authorised agent for comments. The Buyer, or its duly authorised agent, shall provide comments, if any, within twenty (20) business days of such submission. If the Seller has not received any comments within thirty (30) business days, the Buyer and its duly authorised agents shall be deemed to have approved such draft documentation. The Seller shall incorporate all reasonable written comments which the Buyer or its duly authorised agent may have on the preparation of such computations, returns, documents or correspondence. The Seller will keep the Buyer fully informed of its conduct of EIPRL’s corporation tax affairs pursuant to paragraph 9.1 and this paragraph 9.2.

 

14.3The Buyer shall and shall procure that EIPRL shall give any authorisation or signature reasonably required by the Seller or their agents for the purposes of paragraph 9.1 provided that the Buyer shall not be required to procure that EIPRL signs any document which contains a material inaccuracy or which, if signed, would be unlawful.

 

14.4The Buyer or its duly authorised agents shall have the conduct of preparing, submitting and agreeing with EIPRL’s Inspector of Taxes the corporation tax returns and computations of EIPRL for all accounting periods commencing before and ending after Completion. Drafts of all such returns, computations and any related documents and correspondence shall be submitted in draft form to the Seller for comment in relation to the period of time ended on (and including) Completion. If the Buyer has not received any comments within thirty (30) business days the Seller shall be deemed to have approved such drafts. The Buyer shall incorporate all reasonable written comments which the Seller or its duly authorised agent may have on the preparation of such returns computations, documents and correspondence.

 

14.5The Seller and the Buyer shall and the Buyer shall procure that EIPRL shall each respectively provide (or procure the provision of) to the other or their duly authorised agents all information and assistance which may reasonably be required to prepare, submit, agree and finalise all outstanding corporation tax computations including all claims and elections made in connection therewith.

 

14.6Nothing done by the Buyer in accordance with this paragraph 9 shall restrict or reduce any rights the Buyer may have to make a claim against the Seller in respect of any Tax Liability under paragraph 1 of Part C.

 

88 

 

 

15VAT group

 

15.1The Seller will, on or before Completion, give notice to HMRC (copying the notice to the Buyer) that EIPRL will cease to be under its control with effect from Completion and will use its best endeavours to procure that the date on which EIPRL ceases to be a member of the Seller’s VAT Group, and the date on which it ceases to be the representative member of that VAT Group, falls on Completion.

 

15.2The Buyer will procure that EIPRL provides to the Seller all information relating to EIPRL which is reasonably required to prepare the VAT return of the Seller’s VAT Group for any period that EIPRL has been a member of that VAT Group at least ten Business Days before the last date for submission of that return.

 

15.3The Buyer will procure that EIPRL contributes that proportion of any VAT for which the Seller’s VAT Group is accountable that is properly attributable to supplies, acquisitions and importations (Supplies) made before Completion by EIPRL (less any amount of deductible input tax that is attributable to those Supplies) and for which specific provision is made in the Accounts or that relates to Supplies made or deemed to be made in EIPRL’s ordinary course of business after the Accounts Date and up to, and including, Completion.

 

15.4The Seller shall pay, or shall procure to be paid, to EIPRL an amount equivalent to the proportion of any repayment of VAT received by the new representative member from HMRC or of any credit obtained by reference to an excess of deductible input tax over output tax that is attributable to Supplies made, or deemed to be made, by EIPRL while a member of the Seller’s VAT Group (ignoring, for this purpose, the deeming provisions in section 43(1) of VATA 1994) within ten Business Days of receipt by, or offset against a liability of, the new representative member.

 

15.5The Buyer shall not procure that EIPRL makes any contribution, under this paragraph 10, to the extent that it relates to an amount for which the Seller is liable to the Buyer under this Agreement (disregarding any financial limitations on claims imposed by Schedule 7 of this agreement) or would have been so liable had EIPRL never been a member of the Seller’s VAT Group and had instead been separately registered for VAT.

 

89 

 

 

15.6The Seller shall procure that an amount equal to any payment made by the Buyer under this paragraph shall be promptly and duly accounted for to HMRC.

 

90 

 

 

Schedule 6

 

Provisions for the protection of the Seller

 

1Time limits

 

1.1No Claim shall be brought by the Buyer unless notice in writing of such Claim (specifying in reasonable detail with supporting evidence the event, matter or default which gives rise to the Claim and an estimate of the amount claimed) has been given to the appropriate parties:

 

1.1.1in the case of a Tax Claim, within seven years after Completion; or

 

1.1.2in the case of any Non-Tax Claim, within two years after Completion.

 

1.2Any Claim that is made shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been waived or withdrawn on the expiration of 12 months after the date it was made unless court proceedings in respect of it shall then have been commenced against the appropriate parties.

 

1.3For the purposes of paragraph 1.2 court proceedings shall not be deemed to have been commenced unless they have been both issued and served on the appropriate parties.

 

2Threshold

 

3The Seller shall not be liable for any Claim unless:

 

3.1the amount of the liability in respect of that Claim exceeds £10,000; and

 

3.2the amount of the liability in respect of that Claim when aggregated with the amount of the liability in respect of all other Claims exceeds £50,000 (in which event the Seller will be liable for the whole amount of such liability and not merely the excess).

 

91 

 

 

4Aggregate maximum

 

4.1The total liability of the Seller in respect of all claims under this Agreement shall not exceed an aggregate amount equal to the market value of the AQM Consideration Shares at Completion.

 

5Successful claims deemed to constitute a reduction in the consideration

 

5.1The satisfaction by the Seller of any Claim shall be deemed to constitute a reduction in the consideration set out in Clause 4.

 

6Other provisions for the protection of the Seller

 

6.1No Claim shall be made by the Buyer against the Seller and the Seller shall not have any liability to the Buyer under the Warranties:

 

6.1.1in respect of any liability or other matter or thing to the extent that it occurs as a result of or is otherwise attributable to:

 

(i)any legislation not in force at the date hereof or any change of law or administrative practice having retrospective effect which comes into force after the date hereof;

 

(ii)any increase hereafter in the rates of taxation in force at the date hereof;

 

6.1.2in respect of the Buyer or EIPRL disclaiming any part of the benefit of capital or other allowances against taxation claimed or proposed to be claimed on or before the date hereof;

 

6.1.3in respect of a liability which is contingent only unless and until such contingent liability becomes an actual liability and is due and payable, but this paragraph 6.1.3 shall not operate to avoid a Claim made with reasonable particularity in respect of a contingent liability within the applicable time limits specified in paragraph 1; or

 

6.1.4to the extent the subject matter of the Claim is a matter provided for, or included as a liability or disclosed, in the Accounts and/or the Management Accounts.

 

92 

 

 

6.2Nothing in this Agreement will in any way restrict the Buyer’s common law duty to mitigate its loss.

 

7Recovery from third parties

 

7.1Where EIPRL or the Buyer is or becomes entitled (whether under insurance or by way of payment, discount, credit, set off, counterclaim or otherwise) to recover from any third party any sum in respect of loss, damage or liability which is or may be the subject of a claim under this Agreement the Buyer shall, if so required by the Seller and subject to the following provisions of this paragraph 7.1, take or procure EIPRL to take all such steps or proceedings as the Seller may reasonably require to enforce such recovery. The following provisions shall then apply:

 

7.1.1all such steps or proceedings shall be taken at the Seller’ cost and expense and the Buyer shall not be under any obligation to take them or procure them to be taken unless the Seller shall have provided indemnities to the reasonable satisfaction of the Buyer in respect of all costs, charges and expenses (to include any professional costs) likely to be thereby incurred;

 

7.1.2the Buyer shall ensure that the Seller is provided with all such information and reports concerning any such steps or proceedings taken by the Buyer or EIPRL as the Seller may from time to time reasonably request;

 

7.2If the Buyer recovers any amount from any third party in respect of a claim the amount of the claim shall then be reduced by the amount recovered (less all reasonable costs, charges and expenses incurred by the Buyer in recovering that sum from such third party) or be extinguished if the amount recovered exceeds the amount of the claim.

 

8Limitation of liability

 

Nothing in this Schedule 7 or in any other provisions of this Agreement shall operate so as to exclude or limit the liability of any of the Seller to the extent that any claim under this Agreement arises by reason of any fraud or dishonest, reckless or wilful misstatement or omission by or on behalf of any of the Seller.

 

93 

 

 

9Residual Liability

 

“LCIF” means the University of East Anglia of The Registry, University of East Anglia, Earlham Road, Norwich, Norfolk NR4 7TJ as operator of the Low Carbon Innovation Fund

 

“NES” Means NES Partners New Energy Solutions II K/S, a limited partnership registered in Denmark with registered number 30244753, Langebrogade 4, Copenhagen K, DK-1411, Denmark

 

“LCIF Group” means LCIF, Low Carbon Innovation Fund Limited, Turquoise International Limited, any new nominee of LCIF, the University of East Anglia and any company, corporate body or organisation wholly owned directly or indirectly by the University of East Anglia.

 

“During the period when the AQM Consideration Shares cannot be freely transferred the Seller may settle any Claim by transferring to the Buyer, or as it may direct, such number of AQM Consideration Shares which, at the AQM VWAP on the Completion Date, are equivalent to the value of the Claim.

 

When the AQM Consideration Shares have become freely transferable which will be 6 months after the Completion Date, the Seller may novate the Residual Liability in respect of Claims under this Agreement to any Residual Liability Permitted Transferee being;

 

1.LCIF or NES (or their nominee)

 

2.any member of the LCIF Group. If such Permitted Transferee ceases to be a member of the LCIF Group at any time, then the Residual Liability Permitted Transferee shall transfer Residual Liability held by it to LCIF or another member of the LCIF Group;

 

3.an Investment Manager; or

 

4.an Investment Fund; or

 

5.a nominee of an Investment Manager or an Investment Fund; or

 

6.a nominee of such Investment Manager or to any new nominee of such Investment Manager.

 

94 

 

 

Such transfer shall be by way of a deed of novation in a form agreed by the Buyer, acting reasonably, which shall also be executed by the Buyer to confirm that from the point of execution of such deed the Seller has no further liability under this Agreement.

 

The Seller shall present a deed of novation in respect of the Residual Liability to the Buyer for approval and execution pursuant to this paragraph 9 prior to commencing winding up or a voluntary striking off of the Seller pursuant to section 1003 of the Companies Act 2006.

 

95 

 

 

Schedule 7 

 

IP/IT Schedule

 

96 

 

 

BWT Case Ref Country Applicant Title Status Official No Local Publication Date Application No Application Date Registration No Registration Date Client Ref Expiry Date Next Renewal Date Renewal Status Examination Status for Pending cases
                               
P103525IN00 India Atraverda Limited CERAMIC MATERIAL Application Published 2766/MUMNP/2011 5/11/2012 2766/MUMNP/2011 30-Jun-2010     Pre-impregnation of Ebonex       No Examination Report yet received
P103525US00 USA Atraverda Limited CERAMIC MATERIAL Examination in Progress 13/381728 7/5/2012 13/381728 30-Jun-2010     Pre-impregnation of Ebonex       Third Office Action received. Response due by 19 February 2016
                               
P108052CN00 China Atraverda Limited METHOD OF ASSEMBLING A BIPOLAR BATTERY Registered/Granted ZL201080034601.4 4/30/2012 201080034601.4 30-Jun-2010 ZL201080034601.4 01-Apr-2015 Induction Welding 30-Jun-2030 30-Jun-2016 Renewal - In Force -
P108052DE00 Germany Atraverda Limited METHOD OF ASSEMBLING A BIPOLAR BATTERY Registered/Granted 2449619 18-Mar-2015 10730823.1 30-Jun-2010 2449619 18-Mar-2015 Induction Welding 30-Jun-2030 30-Jun-2016 Renewal - In Force -
P108052EP00 European Atraverda Limited METHOD OF ASSEMBLING A BIPOLAR BATTERY Registered/Granted 2449619 5/9/2012 10730823.1 30-Jun-2010 2449619 18-Mar-2015 Induction Welding     No More Renewals Payable -
P108052FR00 France Atraverda Limited METHOD OF ASSEMBLING A BIPOLAR BATTERY Registered/Granted 2449619 18-Mar-2015 10730823.1 30-Jun-2010 2449619 18-Mar-2015 Induction Welding 30-Jun-2030 30-Jun-2016 Renewal - In Force -
P108052GB01 United Kingdom Atraverda Limited METHOD OF ASSEMBLING A BIPOLAR BATTERY Registered/Granted 2449619 18-Mar-2015 10730823.1 30-Jun-2010 2449619 18-Mar-2015 Induction Welding 30-Jun-2030 30-Jun-2016 Renewal - In Force -
P108052IN00 India Atraverda Limited METHOD OF ASSEMBLING A BIPOLAR BATTERY Application Published 2765/MUMNP/2011 5/11/2012 2765/MUMNP/2011 30-Jun-2010     Induction Welding       No Examination Report yet received
P108052US00 USA Atraverda Limited METHOD OF ASSEMBLING A BIPOLAR BATTERY Examination in Progress 13/381719 6/21/2012 13/381719 30-Jun-2010     Induction Welding       Response to Second Office Action filed 24 November 2015. Awaiting further Communication
                               
P115321CN00 China Atraverda Limited METHOD OF ASSEMBLING A BATTERY Registered/Granted 201180068438.8 11/13/2013 201180068438.8 23-Dec-2011     Vibration Welding of Substrate to Frame     Renewal - In Force Response to First Examination Report filed 22 May 2015. Awaiting further Communication

 

97 

 

 

BWT Case Ref Country Applicant Title Status Official No Local Publication Date Application No Application Date Registration No Registration Date Client Ref Expiry Date Next Renewal Date Renewal Status Examination Status for Pending cases
P115321DE00 Germany Atraverda Limited METHOD OF ASSEMBLING A BATTERY Registered/Granted 6020110153293 01-Apr-2015 11808910.1 23-Dec-2011 6020110153293 01-Apr-2015 Please advise 23-Dec-2031 31-Dec-2016 Renewal - In Force
P115321EP00 European Atraverda Limited METHOD OF ASSEMBLING A BATTERY Registered/Granted 2656430 10/30/2013 11808910.1 23-Dec-2011 2656430 01-Apr-2015 Please advise     No More Renewals Payable
P115321FR00 France Atraverda Limited METHOD OF ASSEMBLING A BATTERY Registered/Granted 2656430 01-Apr-2015 11808910.1 23-Dec-2011 2656430 01-Apr-2015 Please advise 23-Dec-2031 31-Dec-2016 Renewal - In Force
P115321GB01 United Kingdom Atraverda Limited METHOD OF ASSEMBLING A BATTERY Registered/Granted 2656430 01-Apr-2015 11808910.1 23-Dec-2011 2656430 01-Apr-2015 Please advise 23-Dec-2031 31-Dec-2016 Renewal - In Force
P115321IN00 India Atraverda Limited METHOD OF ASSEMBLING A BATTERY Application Published 6397/DELNP/2013 12/12/2014 6397/DELNP/2013 23-Dec-2011     Vibration Welding of Substrate to Frame       No Examination Report yet received
P115321US00 USA Atraverda Limited METHOD OF ASSEMBLING A BATTERY Application Accepted 13/997393 1/16/2014 13/997393 23-Dec-2011     Vibration Welding of Substrate to Frame       Application Accepted. Grant fee due by 18 March 2016.
                               
P99564BR00 Brazil Atraverda Limited ELECTRODE FOR A BATTERY Registered/Granted PI0206606-8 Unknown PI0206606-8 21-Jan-2002 PI0206606-8 20-Sep-2011   21-Jan-2022 21-Apr-2016 Renewal Reminders Sent
P99564CN00 China Atraverda Limited Electrode for a Battery Registered/Granted ZL02805737.6 Unknown 02805737.6 21-Jan-2002 ZL02805737.6 29-Jul-2009   21-Jan-2022 21-Jan-2016 Undergoing Renewal
P99564IN00 India Atraverda Limited Electrode for a Battery Registered/Granted 223428 Unknown 01293/DELNP/2003 21-Jan-2002 223428 10-Sep-2008   21-Jan-2022 21-Jan-2016 Undergoing Renewal
P99564JP00 Japan Atraverda Limited ELECTRODE FOR A BATTERY Registered/Granted 4790205 Unknown 558356/2002 21-Jan-2002 4790205 29-Jul-2011   21-Jan-2022 29-Jul-2016 Renewal - In Force
P99564US00 USA Atraverda Limited Electrode for a Battery Registered/Granted 7541113 Unknown 10/466861 21-Jan-2002 7541113 02-Jun-2009   13-Sep-2023 02-Dec-2016 Renewal - In Force
                               
P99565BR00 Brazil Atraverda Limited Reduced Moisture Chemical Reactions Examination in Progress 0511773-9 Unknown 0511773-9 01-Jun-2005       01-Jun-2025 01-Sep-2016 Renewal - In Force Response to First Examination Report filed 18 November 2015. Awaiting further Communication

 

98 

 

 

BWT Case Ref Country Applicant Title Status Official No Local Publication Date Application No Application Date Registration No Registration Date Client Ref Expiry Date Next Renewal Date Renewal Status Examination Status for Pending cases
P99565CN00 China Atraverda Limited REDUCED MOISTURE CHEMICAL REACTIONS Registered/Granted ZL200580017804.1 Unknown 200580017804.1 01-Jun-2005 ZL200580017804.1 22-Jun-2011   01-Jun-2025 01-Jun-2016 Renewal - In Force
P99565EP00 European Atraverda Limited REDUCED MOISTURE CHEMICAL REACTIONS Examination in Progress 05753089.1 Unknown 05753089.1 01-Jun-2005       01-Jun-2025 30-Jun-2016 Renewal - In Force Response to Second Examination Report filed 26 June 2015. Awaiting further Communication
P99565IN00 India Atraverda Limited REDUCED MOISTURE CHEMICAL REACTIONS Registered/Granted 256918 Unknown 7505/DELNP/2006 01-Jun-2005 256918 12-Aug-2013   01-Jun-2025 01-Jun-2016 Renewal Reminders Sent
P99565JP00 Japan Atraverda Limited Reduced Moisture Chemical Reactions Registered/Granted 5046924 1/17/2008 514128/2007 01-Jun-2005 5046924 27-Jul-2012   01-Jun-2025 27-Jul-2016 Renewal - In Force
P99565MX00 Mexico Atraverda Limited Reduced Moisture Chemical Reactions Registered/Granted 297646 Unknown PA/A/2006/013987 01-Jun-2005 297646 29-Mar-2012   01-Jun-2025 01-Jun-2017 Renewal - In Force
                               
P99566BR00 Brazil Atraverda Limited ELECTRODE AND MANUFACTURING METHODS Application Filed PI0610835-0   PI0610835-0 26-Apr-2006       26-Apr-2026 26-Jul-2016 Renewal - In Force No Examination Report yet received
P99566CN00 China Ebonex IPR Limited ELECTRODE AND MANUFACTURING METHODS Registered/Granted ZL200680014093.7 6/4/2008 200680014093.7 26-Apr-2006 ZL200680014093.7 15-Feb-2012   26-Apr-2026 26-Apr-2016 Renewal Reminders Sent
P99566HK00 Hong Kong Atraverda Limited ELECTRODE AND MANUFACTURING METHODS Registered/Granted HK1120660 6/4/2008 08113151.0 26-Apr-2006 HK1120660 15-Feb-2012   25-Apr-2026 26-Apr-2016 Renewal Reminders Sent
P99566IN00 India Atraverda Limited ELECTRODE AND MANUFACTURING METHODS Application Published 8209/DELNP/2007 7/4/2008 8209/DELNP/2007 26-Apr-2006             No Examination Report yet received
P99566JP00 Japan Atraverda Limited ELECTRODE AND MANUFACTURING METHODS Registered/Granted 5294844 11/13/2008 508289/2008 26-Apr-2006 5294844 21-Jun-2013   26-Apr-2026 21-Jun-2016 Renewal - In Force
P99566MX00 Mexico Atraverda Limited ELECTRODE AND MANUFACTURING METHODS Registered/Granted 303810 4/18/2008 MX/A/2007/013553 26-Apr-2006 303810 27-Sep-2012   26-Apr-2026 26-Apr-2017 Renewal - In Force

 

99 

 

 

BWT Case Ref Country Applicant Title Status Official No Local Publication Date Application No Application Date Registration No Registration Date Client Ref Expiry Date Next Renewal Date Renewal Status Examination Status for Pending cases
P99566US00 USA Atraverda Limited ELECTRODE AND MANUFACTURING METHODS Registered/Granted 8119290 14/08/2008 11/912005 26-Apr-2006 8119290 21-Feb-2012   26-Apr-2026 21-Aug-2019 Renewal - In Force
                               
P99569GB00 United Kingdom Atraverda Limited Electrochemical Treatment of Reinforced Concrete Registered/Granted 1055017 Unknown 99903825.0 04-Feb-1999 1055017 07-May-2003   04-Feb-2019 29-Feb-2016 Undergoing Renewal
P99569US00 USA Atraverda Limited Electrochemical Treatment of Reinforced Concrete Registered/Granted (CPD) 6332971 Unknown 09/601949 04-Feb-1999 6332971 25-Dec-2001   04-Feb-2019   CPD Case
                               
P99570GB00 United Kingdom Atraverda Limited MANUFACTURING METHOD AND A JIG FOR USE IN THE MANUFACTURING METHOD Registered/Granted 1755847 08-Apr-2009 05753087.5 03-Jun-2005 1755847 08-Apr-2009   03-Jun-2025 30-Jun-2016 Renewal - In Force
P99570US00 USA Atraverda Limited MANUFACTURING METHOD AND A JIG FOR USE IN THE MANUFACTURING METHOD Registered/Granted 8038739 Unknown 11/569455 03-Jun-2005 8038739 18-Oct-2011   28-Nov-2028 18-Apr-2019 Renewal - In Force
                               
P99595GB00 United Kingdom Atraverda Limited Electrochemical Method and Electrode Registered/Granted 0883700 18-Aug-1999 97902447.8 31-Jan-1997 0883700 18-Aug-1999   31-Jan-2017 31-Jan-2016 Undergoing Renewal
P99595US00 USA Atraverda Limited Electrochemical Method and Electrode Registered/Granted 6120675 Unknown 09/142390 31-Jan-1997 6120675 19-Sep-2000   31-Jan-2017   No More Renewals Payable
                               
P99697BR00 Brazil Atraverda Limited POWDERS Application Filed PI0815706-5 Not yet published PI0815706-5 19-Aug-2008     Powders 19-Aug-2028 19-Nov-2016 Renewal - In Force No Examination Report yet received
P99697CN00 China Atraverda Limited POWDERS Registered/Granted ZL 200880102870.2 7/21/2010 200880102870.2 19-Aug-2008 ZL 200880102870.2 17-Jul-2013 Powders 19-Aug-2028 19-Aug-2016 Renewal - In Force

 

100 

 

 

BWT Case Ref Country Applicant Title Status Official No Local Publication Date Application No Application Date Registration No Registration Date Client Ref Expiry Date Next Renewal Date Renewal Status Examination Status for Pending cases
P99697EP00 European Atraverda Limited POWDERS Examination in Progress 08788372.4 4/28/2010 08788372.4 19-Aug-2008     Powders 19-Aug-2028 31-Aug-2016 Renewal - In Force Response to First Examination Report filed 13 September 2010. Awaiting further Communication
P99697HK00 Hong Kong Atraverda Limited POWDERS Application Published 10109596.7 4/28/2010 10109596.7 19-Aug-2008     Powders 18-Aug-2028 19-Aug-2016 Renewal - In Force N/A
P99697IN00 India Atraverda Limited POWDERS Examination in Progress 325/MUMNP/2010 Unknown 325/MUMNP/2010 19-Aug-2008     Powders       Response to First Examination Report filed 24 February 2015. Awaiting further Communication
P99697JP00 Japan Atraverda Limited POWDERS Registered/Granted 5450414 10-Jan-2017 521470/2010 19-Aug-2008 5450414 10-Jan-2014 Powders 19-Aug-2028 10-Jan-2017 Renewal - In Force
P99697US00 USA Ebonex IPR Limited POWDERS Registered/Granted 8377342 5/26/2011 12/673804 19-Aug-2008 8377342 19-Feb-2013 Powders 19-Aug-2029 19-Aug-2016 Renewal - In Force

 

101 

 

 

Signed as a deed by EBONEX LIMITED
acting by a director in the presence of:

  )

  )

  )

  )

 

 

 

/s/ D.J. Casale 

  Director’s signature
  LCIF Representatives Ltd 
  Director’s name
   
Witness’ signature: /s/ C.A. Davies 
Witness’ name: C A Davies 
Witness’ address:  
   
   
Witness’ occupation: Director Ebonex Ltd 
     

 

 

Signed as a deed by AQUA METALS, INC. acting by a director in the presence of:

  )

  )

  )

  )

 

 

 

/s/ S R Clarke 

  Director’s signature
  Stephen R. Clarke 
  Director’s name
   
Witness’ signature: /s/ Selwyn Mould 
Witness’ name: Selwyn Mould 
Witness’ address:  
   
Witness’ occupation: Executive 
     

 

102