Liabilities” all liabilities of the Unincorporated Charity (if any) “Excluded arising as a result of any act or omission of any of the Unincorporated Charity Trustees, which such trustee(s) knew to be a breach of trust or breach of duty, or in respect of which such trustee(s) recklessly disregarded whether such act or omission was a breach of trust or breach of duty or not; Premises” the freehold premises detailed in Part 1 of Schedule 4; “Freehold Commitments” all grants, (non-contractual) funding agreements, “Funding covenants, legacies and other funding commitments of which the Unincorporated Charity has the benefit at or after the Transfer Date (including in particular but without limitation legacies taking effect after the Transfer Date); Indemnity” the further indemnity in respect of Excluded Liabilities “Further provided by the Company to the Unincorporated Charity Trustees under Clause 5; the goodwill of the Unincorporated Charity in relation to “Goodwill” the Charitable Undertaking, including the exclusive to carry on the Charitable Undertaking and be recognised as the successor charity to the Unincorporated Charity; the indemnity in respect of the Liabilities provided by “Indemnity” the Company to the Unincorporated Charity Trustees under Clause 4; all investments of the Unincorporated Charity at the “Investments” Transfer Date, excluding the Trading Company Shares; Rights” all rights to use names, logos, marks and domain names, “IP and all copyrights, database rights, know-how and other intellectual property rights of the Unincorporated Charity at the Transfer Date; the immediate landlord under a Lease; “Landlord”
“Excluded Liabilities” all liabilities of the Unincorporated Charity (if any) arising as a result of any act or omission of any of the Unincorporated Charity Trustees, which such trustee(s) knew to be a breach of trust or breach of duty, or in respect of which such trustee(s) recklessly disregarded whether such act or omission was a breach of trust or breach of duty or not; “Freehold Premises” the freehold premises detailed in Part 1 of Schedule 4; “Funding Commitments” all grants, (non-contractual) funding agreements, covenants, legacies and other funding commitments of which the Unincorporated Charity has the benefit at or after the Transfer Date (including in particular but without limitation legacies taking effect after the Transfer Date); “Further Indemnity” the further indemnity in respect of Excluded Liabilities provided by the Company to the Unincorporated Charity Trustees under Clause 5; “Goodwill” the goodwill of the Unincorporated Charity in relation to the Charitable Undertaking, including the exclusive to carry on the Charitable Undertaking and be recognised as the successor charity to the Unincorporated Charity; “Indemnity” the indemnity in respect of the Liabilities provided by the Company to the Unincorporated Charity Trustees under Clause 4; “Investments” all investments of the Unincorporated Charity at the Transfer Date, excluding the Trading Company Shares; “IP Rights” all rights to use names, logos, marks and domain names, and all copyrights, database rights, know-how and other intellectual property rights of the Unincorporated Charity at the Transfer Date; “Landlord” the immediate landlord under a Lease;
modeltransferdeedonincorporation.docx