BHS Group Definition | Law Insider

Notwithstanding Section 5.06(b) or (c), any costs and expenses related to the defense of any Transaction Third Party Claims shall be shared equally between the Brink’s Group and the BHS Group.

At one point during the build up to the sale, it appears to have been suggested that RAL had £35m to inject but this was (as explained in paragraph 50 above) in fact the advance purchase consideration from ACE for Marylebone House, the freehold of which RAL anticipated would be transferred into the BHS Group prior to the Sale but which in fact did not take place.

For the avoidance of doubt, Brink’s shall not be liable to any member of the BHS Group for any failure of any determination under this Section 4.08 to be accurate under applicable Tax Law.

Brink’s shall be liable for, and shall indemnify and hold harmless the BHS Group from and against any liability for, Taxes that are allocated to Brink’s under this Article II.

It would supplement the existing core businesses of BHS Group, whereby the wood free pulp and paper products produced from the plant to be set up, can be utilised as the raw material for the printing and publishing businesses of BHS Group, thus reducing the reliance on suppliers for the supply of paper and ensuring the long term security and undisrupted supply of paper at a lower price.

If, at any time, BHS or Brink’s, respectively, acquires or creates one or more subsidiaries that are includable in the BHS Group or the Brink’s Group, respectively, they shall be subject to this Agreement and all references to the BHS Group or Brink’s Group, respectively, herein shall thereafter include a reference to such subsidiaries.

There was also a series of extraordinary one-off transactions between RAL and BHS:327 • The transfer of £1.5 million by RAL from BHS to a company called BHS Sweden, which was not part of the BHS Group.

Brink’s shall in good faith advise BHS in writing of the portion, if any, of any earnings and profits, Tax Attribute or other consolidated, combined or unitary attribute that Brink’s determines shall be allocated or apportioned to the BHS Group under applicable law.

Immediately before the Sale, ACE and RAL also entered into a loan agreement by which a £5m facility was provided to RAL, for the purpose of subscribing for shares in BHS Group Limited (“BGL”) (which was BHS’s parent company).

No provision of this Agreement shall require any member of the Brink’s Group or any member of the BHS Group to continue the employment of any employee of any member of the Brink’s Group or any member of the BHS Group for any specific period of time following the Distribution Date.