stock payment may (to the extent necessary for the purpose of reducing the amount to such one-third) be made in cash instead of in such shares (and or) debenture stock but in that case any necessary readjustment shall be made between the different vendors rateably and any question which may arise with reference thereto shall be settled conclusively by the said 20. The association shall take over all ordinary trade contracts and engagements current in the business on the day as from which the sale is to take effect including all contracts as to the employment of managers foremen and workmen and the vendors shall use their best endeavours to induce their managers foremen and workmen to retain under the association or their assigns the positions which they at present hold under the vendors. 21. Save as mentioned in the last preceding clause the vendors shall pay and discharge all their debts and liabilities in connection with the business existing on the day as from which the sale is to take effect and shall indemnify the association against all proceedings claims and demands in respect thereof. 22. The possession of the premises sold shall be retained by the vendors up to completion and in the meantime they shall carry on the business in the same manner as heretofore so as to maintain the same as a going concern and shall keep correct accounts and shall as from the day from which the sale is to take effect be deemed to have been and to be carrying on such business on behalf of the association who shall as from that day be entitled to the profits and bear the losses thereof and the vendors shall account and be indemnified accordingly. 23. The vendors shall be entitled to interest at the rate of 4 per cent per annum on so much of the purchase consideration as for the time being remains unpaid or unsatisfied from the day as from which the sale is to take effect down to in the case of cash the date of payment and in the case of shares or debenture stock the date as from which such shares or debenture stock will rank for dividend or carry interest and the association shall pay or account to the vendors for such interest on completion. All shares (and or) debenture stock issued hereunder in part satisfaction of purchase money shall be treated as having been paid up on and shall rank for dividend and carry interest as from the date if any fixed for that purpose by the association's articles of association in the case of shares or by the trust deed for securing the debenture stock in the case of debenture stock or if in either case no date is so fixed then from the date when the association is incorporated. The association may if it pleases pay in advance any part of the purchase money which is payable in cash and such anticipated payment shall stop further interest from running on the purchase money so paid in advance. 24. The vendors shall make out a good holding title to the land buildings and hereditaments hereby agreed to be sold but the association shall be bound to accept any conveyance on sale dated twelve years or more before the date of this agreement as a sufficient root of title and if any dispute shall arise as to whether a good holding title has been made out to any lands buildings or hereditaments in accordance with this clause it shall be referred to Mr. or failing him to some other coun sel to be agreed upon by the parties or to be nominated in case of dispute by and the decision of the said or such other counsel as aforesaid shall be final. 25. The vendors shall deliver to the solicitors of the association a complete abstract of their title to the said land buildings and hereditaments as soon as this agreement has been adopted by the association. 26. The said premises are sold free from incumbrances but subject to all rents if any taken into account in ascertaining profits or fixing the purchase price and any small quit rents or other payments of a like nature (not exceeding in the case of any such rent or payment £1 per annum) affecting the same whether so taken into account or not and subject also to all exceptions of mines and minerals and to all rights of way light or other easements and all restrictive or other covenants (if any) to which the premises are now subject and to all existing leases and tenancies and agreements therefor. 27. The purchase shall be completed on some day (not being later than the 31st day of December 1900) and at some place to be fixed by the association when possession shall as far as practicable be given to the association and the consideration aforesaid shall be paid and satisfied in accordance with the terms of this agreement and thereupon the vendors and all other necessary parties if any shall execute and do all such assurances and things for vesting the said premises in the association and giving to it the full benefit of this agreement as shall be reasonably required. 28. Each of the shall on completion of the purchase covenant with the association that he will not during a period of twenty years from the date of the incorporation of the association either solely or jointly with or as manager or agent for or as a director or other officer or servant of any other person or persons or company directly or indirectly carry on or be engaged or concerned or interested in the trade or business of a bleacher or permit or suffer his name to be used in connection with any such business in the United Kingdom provided that such covenant shall not restrict or prevent the covenantor from acquiring or holding shares in or stock or securities of any company carrying on or engaged or concerned or interested in such trade or business or from acting as a director officer servant or agent of or for the association or any other company or corporation which may for the time being be controlled by the association or in which the association may for the time being be interested. 29. The vendors shall not be entitled to inquire as to the amount of purchase money payable to any other person or company whose business or property is being acquired by the association nor as to the means by which their own purchase money or the purchase money payable to any such other person or company has been arrived at and the committee or the association may vary the terms of purchase in individual cases in any way they may think desirable and may sanction or make any special bargains they may think fit either with vendors (whether such vendors shall be members of the committee or not) or with their directors managers or servants and particularly may sanction or make purchases wholly for cash and may sanction or make purchases of all or any part of the share capital of any company instead of purchasing the business of such company outright. 30. The association shall on completion enter into a contract with the said to employ (them him) as (managers manager) of the business or businesses hereby agreed to be sold or in some other or additional capacity approved by (them him) for a period of years from the date as from which the sale is to take effect and to remunerate (them him) either by way of salary or commission on profits or both or in any other way which may be arranged but so that (their joint his) remuneration shall not be less in the aggregate than £- a year. And in all other respects the terms of the contract shall be such as may be agreed upon between the association and the (parties party) to be so employed or as failing agreement may be settled by arbitration under the provision in that behalf hereinafter contained. 31. Unless before the 31st day of May 1900 the committee either by resolution in favour of which at least three-fourths of their body shall vote or by writing signed by at least that proportion of their body shall resolve or declare that the proposed amalgamation of bleachers ought to proceed either or any of the parties hereto may by notice in writing to the other or others of them rescind this agreement But no rescission under this clause shall affect any guarantee of initial expenses given under the provision in that behalf hereinafter contained or any provision hereinafter contained_with_reference to any initial expenses so guaranteed. 32. In order to meet the initial expenses which will be incurred whether the proposed amalgamation is ultimately carried out or not the vendors shall contemporaneously with the execution hereof guarantee or procure some other responsible person or persons to guarantee payment to the extent hereinafter mentioned of a separate account to be opened by such person and with such bank as shall be selected by the committee and to be drawn upon from time to time for payment of such expenses The maximum amount for which the vendors or other person or persons aforesaid may be made liable under such guarantee shall be fixed by arrangement between the vendors and the committee and within the limits so fixed the guarantors or guarantor and not the person or persons by whom or in whose name or names the account shall be opened shall be primarily liable for the payment of any moneys drawn on such account and applied in payment of expenses connected with the present scheme. 33. In case the proposed amalgamation is ultimately carried out it is intended that the preliminary expenses of the association of every description up to and including allotment (including the initial expenses herein before mentioned and including accountants' and solicitors' charges and brokerage but excluding costs of conveyance and examination of title and stamps) shall be discharged out of a fund to be provided for that purpose by vendors to the association and paid over to the committee or such person or persons as they may appoint to receive the same The contribution to such fund to be made by the vendors hereunder shall be a sum of cash equal to 1 per cent on the total purchase price (exclusive of interest) payable to them hereunder whether in cash shares or debenture stock and the association shall on behalf of the vendors pay such contribution to the committee or such person or persons as 1 [2 per cent in contract for lump sum.] they may appoint to receive the same out of the first moneys becoming payable to the vendors under this agreement and such payment shall operate to discharge the association from an equivalent portion of the purchase consideration. 34. The mode in which the fund formed as mentioned above is applied in discharging the said preliminary expenses shall be entirely in the discretion of the committee or of any person or persons whom the committee may appoint to administer the fund under the power in that behalf hereby conferred The committee may appoint any person or persons they may think fit to receive (and or) administer the fund and shall in that case be absolved from all further liability in respect thereof If the fund shall ultimately prove more than sufficient to provide for the said preliminary expenses the surplus shall be distributed between the contributors of the fund rateably in proportion to their contributions But any statement of the committee or other the person or persons by whom the fund shall be administered as to whether or no there is any surplus or as to the amount of the surplus if any or the share of any contributor therein shall be conclusive and shall not be called in question on any ground whatever and under no circumstances shall any contributor be entitled to any account of the fund or of the application thereof. 35. The charges of the accountant and solicitors employed in the amalgamation for work done by them up to allotment shall be fixed by arrangement between them and the committee and the committee shall have complete discretion with regard thereto and may if they think fit make the terms of payment depend wholly or partially upon results. 36. If any dispute or question for the determination of which no other special mode is herein before provided shall arise touching these presents or the construction thereof or the rights duties or liabilities of any party thereunder the same shall be referred to the said as sole arbitrator. 37. If the said shall die or become incapable or be unwilling to act in the manner contemplated by the last preceding clause hereof or by any other clause hereof in which his name occurs some other person to be appointed for that purpose by the committee shall be substituted for the said and shall in that case have all the powers conferred by this agreement upon the said 38. It is intended that this agreement shall be adopted by the association after its incorporation and a form of agreement between the several parties hereto and the association which may be used for that purpose is set out at the foot hereof and the parties hereto other than the trustee hereby authorise the trustee to execute or sign such adopting agreement on their behalf either in his name or in theirs and the said agreement when so executed or signed shall be binding on the said parties respectively in the same manner as if it had been executed or signed by them personally. 39. Upon the adoption of this agreement by the association in such manner as to render the same binding on the association the trustee shall be discharged from all liability hereunder. 40. If this agreement shall not be adopted by the association in manner aforesaid before the 30th day of June next any of the parties hereto may by notice in writing to the others or other of them rescind this agreement. 41. The association shall cause a proper contract or proper contracts to be filed with the registrar of joint stock companies before any shares to be issued hereunder as fully paid are allotted. In witness whereof the parties hereto have hereunto set their hands or seals the day and year first above written. An agreement made the day of part and between the before-named (hereinafter called "the vendors") of the part the before-named (hereinafter called "the associa of the tion") of the part. 1. The association hereby adopts the before-written agreement and the association and the parties to the before-written agreement other than the trustee will respectively carry out and do everything which according to the terms of the said agreement they ought to carry out and do. 2. The trustee is hereby discharged from all liability under the said agreement. In witness APPENDIX IV. c. BLEACHERS' COMBINATION.-AGREEMENT [Same as iv b, except as below.] day of 1900 between part FOR PURCHASE OF (hereinafter (herein and An agreement made the called "the vendors") of the after called "the trustee") on behalf of the association below mentioned of the part. Whereas a company (hereinafter referred to as "the association") is about to be formed under the companies acts 1862 to 1898 for the purpose amongst other things of amalgamating various firms and companies carrying on the business of bleachers and kindred trades And whereas the name and capitalisation of the association and various other details connected with the amalgamation are to be settled by a committee to be formed and constituted as hereinafter mentioned. Now it is hereby agreed as follows: 1. The vendors will sell and the association will purchase as from the day of and at the price of £- the good will of the business carried on by the vendors under the style or firm of and all the lands buildings and hereditaments of which short particulars are given in the first schedule hereto and all other if any the lands buildings water rights hereditaments fixed and loose plant and machinery trade mark stamps patents stock-in-trade raw materials stores book debts bills receivable and other assets and credits of every description belonging to or employed by the vendors in connection with or in the said business at the close of that day other than and except the various items mentioned in the second schedule hereto. 2. The vendors guarantee (a) that the book debts and bills receivable included in the sale shall in the aggregate amount to at least £- — and shall actually produce that sum at the least within the period of one year from the day as from which the sale is to take effect and (b) that the value ascertained as hereinafter mentioned of the stock-in-trade raw materials stores and other like goods included in the sale shall be at least £ 3. If within one year from the day as from which the sale is to take effect the book debts and bills receivable included therein shall not have produced the minimum amount which they are hereby guaranteed to produce the vendors shall if so required by the association pay to the association a sum sufficient to make good the deficiency and shall thereupon be entitled to the uncollected book debts and bills aforesaid. 4 is identical with 11 and 12 of preceding agreement. 5. With a view to the preparation of the prospectus of the association the lands buildings water rights and hereditaments and fixed and loose plant and machinery included in the sale shall be valued by Messrs. as a going concern and as between a willing seller and a willing buyer and the yearly profits of the business on the average of the 5 years ending on the day as from which the sale is to take effect or such other period as the said may fix shall be ascertained by the said and the vendors shall give all facilities for that purpose. 6. The lands and buildings of which short particulars are given in the first schedule hereto are sold for the estate and interest mentioned in that schedule and the other lands and hereditaments if any included in the sale are sold for such estate and interest as the vendors may have therein. 7. The purchase price shall be paid or satisfied as follows namely:-One-third of the purchase price shall be satisfied in fully-paid shares (and or) debenture stock of the association of classes and in proportions corresponding to the classes and proportions of and in which the association's first issue of shares (and or) debenture stock shall be made and the remaining two-thirds thereof shall be paid in cash subject nevertheless to the provisions hereinafter contained with regard thereto. 8 to 17, inclusive, are identical with 16 to 25 of preceding agreement. 18. The said premises are sold free from incumbrances but subject to all rents if any mentioned in the first schedule hereto and any small quit rents or other payments of a like nature (not exceeding in the case of any such rent or payment £1 per annum) affecting the same whether so mentioned or not and subject also to all exceptions of mines and minerals and to all rights of way light or other easements and all restrictive or other covenants (if any) to which the premises are now subject and to all existing leases and tenancies and agreements therefor. 19 to 33, inclusive, are identical with 27 to 41 of preceding agreement, except as noted. THE FIRST SCHEDULE ABOVE REFERRED TO Containing short particulars of the lands and buildings included in the sale and of the estate and interest which is sold therein. THE SECOND SCHEDULE ABOVE REFERRED TO Containing particulars of the items excepted from the sale. An agreement made the day of between the before-named part the before-named part and (here (hereinafter called "the vendors") of the 1 and 2 are identical with 1 and 2 of preceding agreement. APPENDIX V. FORM ADOPTED FOR ESTIMATING GOOD WILL IN ANOTHER ENGLISH COMBINATION. 4. For the purpose of fixing the sum to be added or deducted in respect of good will the average net yearly profit or loss at which the said business has been worked during the five years immediately preceding the day of the last balance sheet taken in the business where the business has been carried on so long or from the commencement of the business up to the day of such last balance sheet where the business has not been carried on so long shall be ascertained as follows namely: The net profit or loss shall be arrived at by deducting from the gross profits (a) all working expenses including chief or other rents payable in respect of works together with a fair allowance for depreciation and management and (6) interest at the rate of 5 per cent per annum on the value of the works ascertained as mentioned above. And the balance or deficiency of gross profits remaining after making such deductions shall represent for the purposes of this agreement the net profit or loss at which the business has been carried on. And the amount to be added or deducted in respect of good will shall be 5 times the amount of the average net yearly profit or loss as thus ascertained the amount being added in the case of a profit and deducted in the case of a loss. |