Free UK Asset Purchase Agreement (APA) Template

ASSET PURCHASE AGREEMENT

England And Wales  ·  UK Private Manda  ·  Completion 2026-07-15  ·  £4,250,000.00

This Asset Purchase Agreement (this "Agreement") is made on 2026-06-04 between Larchmont Studios Ltd (Companies House No. 06721493) of 4 Bramley Road, London, W14 0LP (the "Seller"), and Northwood Creative Holdings Ltd (Companies House No. 12849371) of 1 Granville Square, Manchester, M3 3JE (the "Buyer"). Under this Agreement, the Seller agrees to sell, and the Buyer agrees to purchase, the Assets of the Larchmont Animation Studio business on the terms set out below. The Agreement is governed by the law of England and Wales and Completion is intended to take place on 2026-07-15.

In this Agreement, unless the context otherwise requires:

"Assets" means the assets to be sold under this Agreement, as described in Clause 2.
"Assumed Liabilities" means the liabilities assumed by the Buyer under Clause 4 (if any).
"Business" means the Larchmont Animation Studio business carried on by the Seller, as described in Clause 2.
"Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.
"Buyer's Group" means the Buyer and any subsidiary undertaking of the Buyer (sections 1162 and Schedule 7 of the Companies Act 2006).
"Completion" means completion of the sale and purchase under this Agreement.
"Completion Date" means 2026-07-15 or such other date as the parties agree.
"Disclosure Letter" means the letter from the Seller to the Buyer, dated on or before the date of this Agreement, qualifying the Warranties (substantially in the form of the Doxuno Disclosure Letter companion template).
"Excluded Assets" means the assets specifically excluded from the sale under Clause 4.
"Excluded Liabilities" means liabilities not transferring to the Buyer, as set out in Clause 4.
"Purchase Price" has the meaning given in Clause 3.
"Tax Deed" means the deed of tax covenant of even date or shortly to be executed between the Seller and the Buyer (substantially in the form of the Doxuno Tax Deed companion template).
"Transferring Employees" means those employees wholly or mainly assigned to the Business immediately before Completion who transfer to the Buyer by operation of regulation 4 of TUPE 2006.
"TUPE 2006" means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246), as amended from time to time (including by the Collective Redundancies and TUPE (Amendment) Regulations 2014 and by SI 2024/692).
"Warranties" means the warranties given by the Seller under Clause 7 and (if applicable) the additional warranties in any Warranties Schedule.

References to statutes and regulations are to those instruments as amended, extended, re-enacted or replaced from time to time. References to Clauses, Schedules and recitals are to Clauses, Schedules and recitals of this Agreement. Headings are for convenience only.

2.1 Sale and purchase. Subject to the terms of this Agreement, the Seller shall sell with full title guarantee, and the Buyer shall purchase, the Assets of the Business with effect from Completion.

2.2 Business. The Business is described as: A studio-quality 2D and 3D animation production house, specialising in episodic children's television content for broadcasters and streamers. The Business has a 12-year track record, BAFTA nominations in 2023 and 2025, and a current order book of 84 30-minute episodes.
The Business has historically traded from 4 Bramley Road, London, W14 0LP
(production studio + office).

2.3 Assets. The Assets comprise all of the property, rights and assets used by the Seller in the Business as at Completion, including (without limitation):
(a) the goodwill of the Business;
(b) the tangible fixed assets (plant, machinery, vehicles, fixtures, fittings, equipment and office equipment used in the Business);
(c) the stock and work in progress (subject to Clause 2.4);
(d) the book debts, prepayments and other receivables (so far as transferable);
(e) the benefit of the Material Contracts (subject to Clause 6 / consent and novation);
(f) the records (customer records, accounting records, employee records relating to Transferring Employees);
(g) the intellectual property rights used wholly or substantially in the Business (see Clause 11 where Expert applies);
and any other tangible or intangible asset used in or owned for the purposes of the Business at Completion, save for the Excluded Assets.

2.4 Stock. The stock and work in progress of the Business shall transfer to the Buyer at Completion. The value of stock at Completion shall be determined by physical stocktake on or shortly before Completion, valued at the lower of cost and net realisable value, and shall be reflected in the Purchase Price adjustment (if any) under Clause 8.

2.5 Intellectual property. The following intellectual property rights are included as Assets:
UK Registered Trade Mark UK00003598421 ("Larchmont Animation" — class 41)
UK Registered Trade Mark UK00003721099 ("BunnyPond" — series identifier — class 41)
Domain larchmont-animation.co.uk + associated subdomains
Full production back-catalogue copyright (all episodes produced 2014-2026)
Unregistered character designs + production know-how

3.1 Purchase Price. The total purchase price for the Assets shall be £4,250,000.00 (the "Purchase Price"), exclusive of VAT (if any).

3.2 Deposit. The Buyer has paid (or shall pay on or before signing this Agreement) a deposit of £425,000.00, to be held by the Seller as part-payment of the Purchase Price.

3.3 Payment. The Buyer shall pay the Purchase Price as set out in Clause 8 (Completion Mechanism) and (in respect of contingent consideration) Clause 9 (Earn-Out).

3.4 Apportionment. The Purchase Price shall be apportioned between the categories of Assets as follows (for tax purposes including capital allowances, SDLT (where applicable) and goodwill):
Goodwill: £2,200,000
Intellectual property + back-catalogue: £950,000
Tangible fixed assets (workstations + software licences + furniture): £180,000
Stock (assets in production at Completion): per stocktake (estimated £140,000)
Material Contracts: nominal (£1)
Balance to working capital adjustment: £779,999

3.5 VAT — Transfer of Going Concern. The parties intend that the sale qualifies as a transfer of a business as a going concern within the meaning of section 49 of the Value Added Tax Act 1994 and article 5 of the VAT (Special Provisions) Order 1995 (SI 1995/1268). Each party warrants that, as at Completion, it shall be a taxable person registered for VAT (or shall be liable to be registered as a result of the transfer). If HMRC determines that VAT is chargeable, the Buyer shall pay the VAT on receipt of a valid VAT invoice.

4.1 Excluded Assets. The following are Excluded Assets and shall NOT transfer to the Buyer: Cash at bank and in hand at Completion (estimated £680,000)
The Seller's motor vehicles (2× executive Mercedes — registered to the Seller, not the Business)
The Seller's personal investment portfolio (held in nominee accounts)
Any tax refund attributable to pre-Completion period.

4.2 Excluded Liabilities — general. Save for the Assumed Liabilities (if any) set out in Clause 4.3, the Buyer shall NOT assume, and the Seller shall remain liable for, all liabilities of the Business (whether present or future, actual or contingent, known or unknown) arising out of or relating to the conduct of the Business up to and including the Completion Date. Excluded Liabilities specifically include (without limitation): tax liabilities (see Tax Deed where applicable), pre-Completion litigation, product liability for products manufactured or supplied before Completion, environmental liabilities pre-Completion, and any breach by the Seller of its obligations.

4.3 Assumed Liabilities. The Buyer shall assume only the Seller's trade creditors arising in the ordinary course of business and outstanding as at the Completion Date. All other liabilities (including taxes, employees pre-Completion, litigation, environmental, product liability) shall remain with the Seller.
The detail of the Assumed Liabilities is set out as follows:
Trade creditors arising in the ordinary course of business outstanding as at Completion (estimated £190,000 — subject to actual outstanding amount at Completion)
Accrued holiday pay for Transferring Employees (estimated £62,000)
Accrued utilities and rent up to Completion

4.4 Specific Excluded Liabilities. Without limiting Clause 4.2, the following specific liabilities are Excluded Liabilities:
All tax liabilities pre-Completion (see Tax Deed)
Any pending litigation: 1 active employment tribunal (Smith v Larchmont, claim £18,500) — Seller retains
The Seller's bank loan (£430,000 — to be repaid by the Seller at Completion)
Any director loans outstanding
Any product liability claim relating to episodes broadcast pre-Completion

4.5 Indemnity — Excluded Liabilities. The Seller shall indemnify and hold harmless the Buyer (and where applicable each member of the Buyer's Group) on demand against all losses, damages, costs and expenses (including reasonable legal fees) suffered or incurred by the Buyer in respect of any Excluded Liability.

4.6 Indemnity — Assumed Liabilities. The Buyer shall indemnify and hold harmless the Seller on demand against all losses, damages, costs and expenses (including reasonable legal fees) suffered or incurred by the Seller in respect of any Assumed Liability arising from and after Completion.

5.1 Completion. Completion shall take place at the offices of the Buyer's solicitors (or such other location as the parties agree) on the Completion Date, or such other date as the parties may agree.

5.2 Seller's Completion deliverables. At Completion, the Seller shall deliver to the Buyer (or otherwise put the Buyer in possession of):
(a) physical possession of the tangible Assets;
(b) duly-executed assignments / novation deeds for the Material Contracts (subject to consent where required);
(c) duly-executed IP assignment(s) — Trade Marks/Patents/Designs assignment deed in registrable form (Trade Marks Act 1994 + Patents Act 1977 + Designs Act 1988) — see Doxuno IP Assignment Agreement;
(d) the books, records and customer / accounting records of the Business;
(e) such other documents and instruments as are necessary or desirable to vest the Assets in the Buyer.

5.3 Buyer's Completion deliverables. At Completion, the Buyer shall:
(a) pay the Purchase Price (less any deposit) in cleared funds to the Seller's designated account;
(b) execute the assumption of any Assumed Liabilities;
(c) execute the Tax Deed (where applicable).

5.4 Conditions precedent. If any consent (including landlord consent under section 1 of the Landlord and Tenant Act 1988, where leasehold property is included) or third-party novation is outstanding at the proposed Completion Date, the parties shall act in good faith to resolve it and may, by written agreement, postpone Completion by up to 30 days. After 30 days, either party may terminate this Agreement (and the deposit shall be returned to the Buyer, less the Seller's reasonably-evidenced out-of-pocket costs).

6.1 TUPE. The parties acknowledge that the sale of the Business constitutes a relevant transfer for the purposes of regulation 3 of TUPE 2006, with the consequence that the Transferring Employees shall transfer to the Buyer on their existing terms and conditions of employment by operation of regulation 4 of TUPE 2006 with effect from Completion.

6.2 Information and consultation. The Seller shall comply with regulation 13 of TUPE 2006. Where the Seller has fewer than 50 employees in total at the point of consultation, the Seller may consult directly with the Transferring Employees (TUPE 2006 as amended by SI 2024/692). Otherwise, the Seller shall consult through appropriate representatives in accordance with regulation 13.

6.3 Employee Liability Information (Reg 11). The Seller shall provide the Buyer with the employee liability information required by regulation 11 of TUPE 2006 (names, age and main terms of employment; details of disciplinary and grievance issues in the previous two years; details of any actual or threatened legal action; details of any collective agreement). The information shall be provided on or before 2026-06-15 (being at least 28 days before Completion in accordance with regulation 11(6)) and shall be kept up to date in writing through to Completion.

6.4 Redundancy. Any redundancy or termination prior to Completion shall be at the Seller's sole cost and risk. The Seller indemnifies the Buyer on demand against any liability arising from pre-Completion dismissals (including unfair dismissal connected with the transfer under regulation 7).

6.5 Pensions. The Buyer shall procure that, with effect from Completion, the Transferring Employees are eligible to participate in a Buyer-sponsored defined contribution pension arrangement under which the Buyer's contribution rate shall be no less than the Seller's equivalent rate immediately before Completion.

6.6 Indemnity — pre-Completion employment liabilities. The Seller indemnifies the Buyer on demand against all pre-Completion employment liabilities relating to the Transferring Employees (wages, bonuses, holiday accrual, unfair dismissal claims, breach of employment contract, breach of TUPE consultation duties).

6.7 Indemnity — post-Completion employment liabilities. The Buyer indemnifies the Seller on demand against all post-Completion employment liabilities relating to the Transferring Employees.

7.1 Seller warranties. The Seller warrants to the Buyer that, as at the date of this Agreement and (so far as capable) at Completion:

(a) Authority. The Seller has the right, power and authority to enter into and perform this Agreement.
(b) Title to Assets. The Seller is the legal and beneficial owner of the Assets, free from encumbrances (other than those disclosed in the Disclosure Letter and / or those typical for stock-in-trade and operating leases in the ordinary course).
(c) Compliance with law. The Business is, and has been, conducted in all material respects in compliance with applicable law.
(d) Litigation. No claim, action, suit, arbitration, governmental investigation, or proceeding is pending or, to the Seller's knowledge, threatened against the Seller in connection with the Business save as disclosed in the Disclosure Letter.
(e) Books and records. The accounting records of the Business are accurate in all material respects, have been kept in accordance with the Companies Act 2006 (where applicable) and reflect the Business's financial position and results of operations.
(f) Tax. All taxes due in respect of the Business have been paid or properly provided for (and see Tax Deed where applicable for full tax warranties and covenants).
(g) Material Contracts. So far as the Seller is aware, no party to a Material Contract is in material default of its obligations.
(h) Insolvency. No insolvency event (within section 122 of the Insolvency Act 1986 or equivalent legislation) has occurred or is threatened in respect of the Seller, and no transaction comprising the sale of the Assets constitutes a transaction at undervalue within sections 238 or 423 of the Insolvency Act 1986.

7.2 Disclosure. The Warranties are given subject to the matters fully and fairly disclosed in the Disclosure Letter. Matters disclosed against one Warranty shall be deemed disclosed against all Warranties to the extent reasonably apparent.

7.3 Reliance. The Seller acknowledges that the Buyer is relying on the Warranties in entering into this Agreement and would not have entered into this Agreement without them.

7.4 Misrepresentation Act. Nothing in this Agreement excludes or limits liability for fraudulent misrepresentation or for any statement made fraudulently. Subject thereto, the parties acknowledge that no representation has been made other than those statements expressly set out as Warranties.

7.5 Warranty limitations. The Warranties (together with the additional warranties in Schedule [W] / Clause 10 (Expert)) are subject to the limitations set out in Clause 10 (notification period, cap, de minimis, basket).

8.1 Locked Box. The parties agree to a locked-box pricing structure. The economic risk and benefit of the Business shall pass to the Buyer with effect from 2026-04-30 (the "Locked Box Date"). The Purchase Price has been calculated on the basis of the Business's position at the Locked Box Date and is not subject to post-Completion adjustment, save in respect of Leakage and Permitted Leakage.

8.2 No Leakage warranty. The Seller warrants that, between the Locked Box Date and Completion, there has been no Leakage (being any value transferred from the Business to the Seller or any connected person, other than Permitted Leakage). Examples of Leakage include: dividends; payments to connected parties not in the ordinary course; debt forgiveness for the Seller's benefit; non-business expenses charged to the Business; payment of any of the Seller's transaction fees by the Business.

8.3 Permitted Leakage. Permitted Leakage means: Salary and benefits for Directors and employees at agreed pre-Locked Box Date rates (no bonuses except those listed in Schedule)
Normal trading payments to trade creditors
Rent, utilities and software licences at usual rates
Agreed director bonus of £45,000 (set out in the Locked Box Schedule)

8.4 Leakage indemnity. The Seller shall pay the Buyer on demand on a £-for-£ (Pound for Pound) basis the amount of any Leakage discovered after Completion. This indemnity is not subject to the Warranty limitations in Clause 10.

8.5 Interest accrual. The Purchase Price shall accrue notional interest at the daily-equivalent of 4% per annum from the Locked Box Date to Completion, which interest shall be added to the cash amount paid by the Buyer at Completion.

9.1 Earn-Out Consideration. In addition to the Initial Consideration, the Buyer shall pay to the Seller deferred Earn-Out Consideration, calculated by reference to the audited EBITDA (earnings before interest, tax, depreciation and amortisation) of the Business in each financial year falling within the Earn-Out Period.

9.2 Earn-Out Period. The Earn-Out Period shall be 3 year(s) commencing on Completion, with annual measurement and payment.

9.3 Maximum. The aggregate Earn-Out Consideration shall not exceed £1,500,000.00.

9.4 Calculation and payment. Within 30 days of the audited accounts for each Earn-Out year being finalised, the Buyer shall pay the Earn-Out Consideration for that year (calculated by reference to the Earn-Out Schedule).

9.5 Acceleration. If the Buyer (a) sells the Business or substantially all of the Assets to a third party during the Earn-Out Period, or (b) ceases to carry on the Business, then the maximum unpaid Earn-Out Consideration shall accelerate and become immediately due and payable.

9.6 Protective covenants. During the Earn-Out Period, the Buyer shall: (a) procure that the Business remains a separate ring-fenced cost centre with its own profit and loss; (b) make minimum annual investment of [£/€/$] in the Business; (c) not transfer customers, suppliers or employees out of the Business; (d) provide the Seller with monthly management accounts within 15 days of month-end; (e) consult with the Seller on material business decisions; (f) ensure all intra-group dealings are on arm's-length terms.

9.7 Earn-Out dispute resolution. Disputes over the Earn-Out calculation shall be resolved by the same Expert process applicable to Completion Accounts (Clause 8.5-8.6).

10.1 Material Contracts — Schedule. The Material Contracts being transferred under this Agreement are set out below:
Broadcasting Production Agreement — Britainstar Media plc (2025-2027) — £1.8M order book
Broadcasting Production Agreement — North-Stream Distributors B.V. (2024-2028) — €1.2M order book
Software Licence — Toon Boom Harmony (50 seats × 3-yr term)
Lease of 4 Bramley Road (assigned subject to landlord consent under section 1 of the Landlord and Tenant Act 1988)
Unincorporated Joint Venture Agreement with FosterDigital Ltd (small co-production share)

10.2 Assignment / novation method. Each Material Contract requires a three-party Novation Deed (Seller, Buyer, counterparty) to be effected at or shortly after Completion. The Seller shall use all reasonable endeavours to obtain the necessary signatures. Where a counterparty refuses, the parties shall in good faith consider sub-contracting (Clause 10.4) or excluding that contract.

10.3 Buyer's sub-contract. Where consent to novation has not been obtained as at Completion: (a) the Buyer shall perform the Seller's obligations under the relevant Material Contract from Completion onwards; (b) the Seller holds the benefit of the Material Contract on trust for the Buyer pending novation; (c) the Buyer shall indemnify the Seller against any liability arising from the Buyer's performance; (d) the parties shall continue to use reasonable endeavours to obtain consent.

10.4 IP Assignment. The Seller shall execute a separate IP Assignment Deed at or shortly after Completion in registrable form, covering: (a) registered trade marks (Trade Marks Act 1994); (b) registered designs (Registered Designs Act 1949); (c) patents and patent applications (Patents Act 1977); (d) copyright (Copyright, Designs and Patents Act 1988); (e) domain names; and (f) any unregistered IP (including goodwill and trade secrets) used in the Business.

10.6 Property element. Leasehold property is included in the Assets. Landlord consent to assignment / underletting is required under the lease and must be obtained (with the landlord's reasonable consent duty under section 1 of the Landlord and Tenant Act 1988 applicable). The Seller shall give and procure all reasonable assistance to obtain consent. Stamp Duty Land Tax shall be calculated on the rent + premium element apportioned to the lease.

11.1 Extended warranties. In addition to the Warranties in Clause 7, the Seller warrants to the Buyer that, as at the date of this Agreement and (so far as capable) at Completion:

(a) Accuracy of information. The information contained in the Disclosure Letter and the Disclosure Bundle is true and accurate in all material respects.
(b) Material Contracts. All Material Contracts are valid and binding. The Seller has not received written notice of termination, breach or default under any Material Contract.
(c) Customers and suppliers. No customer or supplier representing more than 5% of the Business's revenue in the most recent 12 months has notified the Seller of an intention to terminate or materially reduce business with the Business.
(d) Insurance. The Business has maintained insurance in line with industry standard for its size and nature, and all premiums have been paid up to date.
(e) Real property. The Seller has good and marketable title to the freehold / leasehold property forming part of the Assets, free from encumbrances save as disclosed.
(f) Intellectual property. The Seller is the legal and beneficial owner of the IP forming part of the Assets; the IP is valid and subsisting; no infringement claim is pending or, to the Seller's knowledge, threatened.
(g) Compliance — Bribery. Neither the Seller nor any of its officers, employees or agents has committed any offence under the Bribery Act 2010 in connection with the Business.
(h) Compliance — Modern Slavery. The Seller has complied with the Modern Slavery Act 2015, and no slavery, servitude, forced or compulsory labour or human trafficking has been used in the Business or its supply chain.
(i) Compliance — Data Protection. The Seller has complied with UK GDPR + Data Protection Act 2018 (as amended by the Data (Use and Access) Act 2024) in relation to personal data of customers, employees and other data subjects. All Material Contracts include appropriate data processing terms where required.
(j) Anti-fraud (ECCTA 2023 s.199). The Seller has not committed any offence under section 199 of the Economic Crime and Corporate Transparency Act 2023 in connection with the Business.

11.2 Time limits. Claims under the Warranties shall be notified to the Seller in writing within 24 months of Completion (general Warranties) and within 6 years of Completion (tax Warranties under this Agreement; see Tax Deed for separate tax covenant).

11.3 Aggregate cap. The Seller's aggregate liability under the Warranties is capped at 70% of the Purchase Price.

11.4 De minimis per claim. No claim under the Warranties may be made unless the amount of the claim exceeds £7,500.00.

11.5 General basket. No claim under the Warranties may be made unless the aggregate of all valid claims exceeds £75,000.00, in which case the Buyer may recover the full amount including from the first pound.

11.6 Specific exclusions. The Seller shall not be liable for any claim to the extent it: (a) arises from a change in law or HMRC practice after Completion; (b) was specifically provided for in the Completion Accounts; (c) is recovered under insurance.

11.7 WandI insurance. The parties acknowledge that the Buyer has taken out (or shall take out) Buyer-side warranty and indemnity insurance. The Seller's aggregate liability under the Warranties shall be limited to £1 (one pound), being the de-minimis amount required to provide consideration for the Warranty package, with the Buyer recovering against the WandI insurance for all amounts above £1.

11.8 No exclusion for fraud. Nothing in this Agreement excludes or limits the Seller's liability for fraud or fraudulent misrepresentation.

12.1 Acknowledgement. The Buyer is paying the Purchase Price (including the goodwill element) in part for the benefit of the Buyer's ability to take over the Business and trade with its customer base undisturbed. The Seller acknowledges that the restrictions below are reasonable as protection of that legitimate interest, as a sale-of-business restraint distinct from an employment restraint (Stenhouse Australia Ltd v Phillips [1974] AC 391; Vancouver Malt and Sake Brewing Co Ltd v Vancouver Breweries Ltd [1934] AC 181), and necessary to preserve the goodwill paid for.

12.2 Non-compete. The Seller shall not, for a period of 24 months from Completion, directly or indirectly carry on or be engaged, concerned or interested in any business which competes with the Business as carried on at Completion, in the United Kingdom, the Republic of Ireland, and any geographic territory in which the Business has actively traded (whether by production, licensing or distribution) in the 24 months prior to Completion.

12.3 Non-solicit — Customers. The Seller shall not, for a period of 24 months from Completion, directly or indirectly solicit or accept business from any person who was a customer of the Business in the 12 months prior to Completion, for any purpose competitive with the Business.

12.4 Non-solicit — Employees. The Seller shall not, for a period of 18 months from Completion, directly or indirectly solicit, induce or attempt to induce any Transferring Employee, or any employee employed in the Business at any time in the 6 months prior to Completion, to leave the employment of the Buyer.

12.5 Non-use of business name. The Seller shall not, at any time after Completion, use or seek to register the Business name Larchmont Animation Studio or any name confusingly similar to it. The Seller shall procure that any group company changes its name within 30 days of Completion if its name incorporates the Business name.

12.6 Confidentiality. The Seller shall keep confidential all information about the Business, the Assets, customers, suppliers and trade secrets, and shall not use such information for any purpose competitive with the Business.

12.7 Severability and blue-pencil. Each restriction in this Clause 12 is separately enforceable. If any restriction is held by a court to be unreasonable or unenforceable, the parties intend that the court should sever the unreasonable element using the blue-pencil test as set out in Tillman v Egon Zehnder Ltd [2019] UKSC 32, so that the remainder remains enforceable. Where the court cannot sever, the parties acknowledge that the restriction shall be construed as the maximum enforceable equivalent.

12.8 Injunctive relief. The Seller acknowledges that damages may not be an adequate remedy for breach and the Buyer shall be entitled to injunctive or other equitable relief without proof of special damage.

13.1 TOGC. The parties intend that the sale constitutes a transfer of a business as a going concern within section 49 VAT Act 1994 and article 5 of the VAT (Special Provisions) Order 1995, with the consequences that the sale is outside the scope of VAT. Each party warrants that the conditions for TOGC are satisfied: (a) the Buyer is, or shall be on Completion, a taxable person; (b) the Buyer intends to use the Assets to carry on the same kind of business as the Seller; (c) the Business is sold as a going concern; (d) there is no series of immediately consecutive transfers.

13.2 No option to tax — property. No option to tax has been made in respect of the property forming part of the Assets. The TOGC relief is available without a VAT election.

13.3 SDLT. Where the Assets include real property (freehold or leasehold), the Purchase Price shall be apportioned to that real property for SDLT purposes as follows: Lease assignment (residue of term): nil consideration on assignment (rent only; no premium element)
Freehold: nil (no freehold included)
Non-residential SDLT rates: 0% on first £150,000; 2% £150k-£250k; 5% above £250k
The Buyer shall be responsible for filing the land transaction return within 14 days of effective date and paying the SDLT due (non-residential rates: 0% to £150,000; 2% £150,000 to £250,000; 5% above £250,000).

13.4 Tax Deed. The Seller shall execute the Tax Deed at Completion. The Tax Deed sets out the tax-specific covenants and indemnities and is read in conjunction with the tax Warranties in this Agreement.

13.5 Conduct of Business — pre-Completion. Between the date of this Agreement and Completion, the Seller shall: (a) conduct the Business in the ordinary course consistent with past practice; (b) preserve the goodwill, customer relationships, supplier arrangements and employee relationships of the Business; (c) not enter into any material contract or commitment without the Buyer's prior written consent (not to be unreasonably withheld); (d) not transfer, dispose of, encumber or grant rights in respect of any of the Assets; (e) not pay any non-ordinary-course bonuses or dividends; (f) procure compliance with all law applicable to the Business; (g) maintain accurate records.

13.6 Material Adverse Change (MAC). If, between the date of this Agreement and Completion, there is a material adverse change in the Business or its prospects, the Buyer may, by written notice to the Seller, elect to: (a) terminate this Agreement (in which case the deposit and any pre-Completion costs reasonably incurred shall be refunded by the Seller); or (b) require an adjustment to the Purchase Price to reflect the MAC, in good-faith negotiation.

14.1 DMCC Act 2024 — voluntary regime. The UK merger control regime under the Digital Markets, Competition and Consumers Act 2024 (in force 1 January 2025) is voluntary: parties choose whether to notify. Below the thresholds (turnover £100m, or share of supply 25% plus £10m UK nexus, or the hybrid test 33% global supply plus £350m UK turnover) the CMA may still call-in the transaction within 4 months of substantial completion. Where the target UK turnover is under £10m, a small-merger safe harbour applies.

14.2 Anti-trust warranty. The Seller warrants that the Business has not engaged in conduct contravening the Competition Act 1998 (Chapter I / II prohibitions) or the equivalent UK / EU competition rules.

14.3 Industry-specific consents. Where the Business operates in a regulated sector (financial services, telecoms, energy, healthcare, defence, technology), the parties shall comply with any sector-specific change-of-control consent requirements (FCA, Ofcom, Ofgem, CQC, MoD, etc.) prior to Completion.

15.1 Limitation of liability. Save where expressly stated otherwise (in particular under Clauses 4.5 (Excluded Liabilities indemnity), 6.6-6.7 (TUPE indemnities), 8.4 (Leakage indemnity) and Clause 11 (Warranty cap) or for fraud / fraudulent misrepresentation), neither party shall be liable for any loss of profits, loss of revenue, loss of goodwill, loss of opportunity, loss of anticipated savings, pure economic loss or any indirect or consequential losses.

15.2 No exclusion. Nothing in this Agreement excludes or limits liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) the indemnities under Clauses 4.5, 4.6, 6.6-6.7, 8.4; (d) any liability that cannot lawfully be excluded.

15.3 Reasonableness. The parties acknowledge (as sophisticated commercial parties contracting at arm's length) that the limitations in this Clause and Clause 11 are reasonable for the purposes of section 3 of the Unfair Contract Terms Act 1977.

16.1 Governing law. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

16.2 Entire agreement. This Agreement (together with the Schedules, the Disclosure Letter, the Tax Deed and any other deed or instrument expressly entered into pursuant to this Agreement) constitutes the entire agreement between the parties and supersedes all prior drafts, proposals, term sheets and understandings. No variation shall be effective unless in writing and signed by or on behalf of each party.

16.3 Third-party rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999, save that any member of the Buyer's Group may enforce the indemnities and Warranties given to the Buyer in its own right.

16.4 Counterparts and execution. This Agreement may be executed in counterparts and by electronic signature in accordance with section 7 of the Electronic Communications Act 2000.

16.5 Notices. Notices shall be in writing, delivered by hand, first-class pre-paid post or email to the addresses set out above. Notices delivered by hand are deemed received on delivery; by first-class post on the second Business Day after posting; by email on the next Business Day after transmission (subject to no bounce-back).

16.6 Severability. If any provision is held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to render it enforceable, and the remainder shall continue in full force.

16.7 Assignment. The Buyer may assign the benefit of this Agreement (including the Warranties and indemnities) to any member of the Buyer's Group, and on a one-time basis to any acquirer of substantially all of the Buyer's business. The Seller may not assign without the Buyer's prior written consent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.