This DEED is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in the Schedule (together the Sellers and each individually a Seller). BACKGROUND: (A) The Sellers have entered into, or will soon enter into, the Asset Purchase Agreement with the Buyer regarding their sale of the Business and the Assets (each as defined in the Asset Purchase Agreement). (B) The Sellers have agreed to regulate the manner in which Claims are dealt with under the Asset Purchase Agreement and to allocate their respective liabilities arising from any Claim in accordance with the terms of this Deed. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires: Agreed Proportion • means, as regards each Seller, the percentage set out opposite their respective name in the Schedule and the expression Agreed Proportions shall be construed accordingly; Asset Purchase Agreement • means the asset sale and purchase agreement dated on or about the date of this Deed between the Sellers and the Buyer; Claim • means any claim[: (a) for breach or alleged breach of the Asset Purchase Agreement made against any one

This Deed is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in the Schedule (together the Sellers and each individually a Seller). BACKGROUND (A) The Sellers have entered into, or will soon enter into, the Share Purchase Agreement with the Buyer regarding their sale of [the entire issued share capital of OR [insert number] [ordinary OR [insert class]] shares in] the Company. [The parties have also entered into or will soon enter into the Tax Covenant.] (B) The Sellers have agreed to regulate the manner in which Claims are dealt with under the Share Purchase Agreement [and the Tax Covenant] and to allocate their respective liabilities arising from any Claim in accordance with the terms of this Deed. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires: Agreed Proportion • means as regards each Seller, the percentage set out opposite their respective name in the Schedule and the expression Agreed Proportions shall be construed accordingly; Claim • means any claim: (a) [for breach or alleged breach of the Share Purchase Agreement made against any one or more of the Sellers;]

This Checklist identifies the key factors to consider for bringing a contribution claim under the Civil Liability (Contribution) Act 1978 (CL(C)A 1978). For comprehensive guidance on contribution claims under CL(C)A 1978, see Practice Note: Contribution claims under Civil Liability (Contribution) Act 1978—entitlement, scope and ‘same damage’. Considerations/questions Comment Content links When might a contribution claim be relevant? A potential contribution claim can arise in a number of different scenarios wherever two or more parties are liable for the same damage suffered by a claimant.It is relevant, therefore, when the defendant (or prospective defendant) to a claim is likely/found liable, but believes that there is another person or party who should also bear responsibility for the loss caused.It can arise whether the claim is one founded in contract, tort or restitution or a fiduciary based claim.Where the claim is based on contract or tort then the key considerations of joint, several and joint and several liability are key.Note: a contribution claim is not available in respect of a debt (which would include a costs-only

This Practice Note on contribution claims under the Civil Liability (Contribution) Act 1978 (CL(C)A 1978) considers the operational and process aspects of such claims, including: • apportionment of damages in contribution claims • multiple actions against the jointly liable—CL(C)A 1978, s 3 • contribution and jurisdictional issues • primary claim settles—impact on contribution claim • judgment in primary claim—effect on contribution claim • excluding and limiting liability—impact on contribution claims • contractual indemnities and contribution claims • limitation period for contribution claim • when and how to bring a contribution claim For guidance on the scope and entitlement to bring a contribution claim and the question of ‘same damage’, see Practice Note: Contribution claims under Civil Liability (Contribution) Act 1978—entitlement, scope and ‘same damage’. For a quick summary guide of the key considerations in contribution claims, see: Contribution claims key considerations—checklist. In this Practice Note the following terms are used: • C—means the claimant in the original (primary) claim who has suffered the damage for which remedy is sought • D1,

This Practice Note considers claims for a contribution under the Civil Liability (Contribution) Act 1978 (CL(C)A 1978) as to: • when and how it may apply • who can bring a claim under CL(C)A 1978 • the requirement for ‘same damage’ • CL(C)A 1978 and debt claims • the exclusion of costs-only claims from the ambit of CL(C)A 1978 For guidance on issues of jurisdiction, limitation, settlement of the primary claim, the impact of liability exclusion and limitation clauses and practical considerations on bringing a contribution claim, see Practice Note: Civil Liability Contribution Act claims—apportionment, settlement, operational impact. For a quick summary guide of the key considerations in contribution claims, see: Contribution claims key considerations—checklist. In this Practice Note the following terms are used: • C—means the claimant in the original (primary) claim who has suffered the damage for which remedy is sought • D1, D2, D3 etc—means the defendants against any of whom C can bring the original (primary) claim • primary claim—means the original

Period during which the employer’s (and occasionally the members’) contributions to an occupational pension scheme cease temporarily, usually because the scheme is in surplus.

The Pensions Regulator can issue a contribution notice (under sections 38–42, Pensions Act 2004) to an employer or a third party where it is of the opinion that the person was a party to an act or deliberate failure to act where the main purpose or one of the main purposes of the act or failure to act was: 1) to prevent the recovery of the whole or any part of a s 75 debt; 2) otherwise than in good faith, to prevent such a debt becoming due, to compromise or otherwise settle such a debt, or to reduce the amount of the debt that would otherwise become due. 3) that an act or failure to act is ‘materially detrimental’ to the likelihood of a person receiving their accrued scheme benefits. A contribution notice can also be issued in the event of non-compliance with a financial support direction or a restoration order in respect of transactions at an undervalue.

THIS PRACTICE NOTE ONLY APPLIES TO DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES The Pensions Regulator's moral hazard powers The Pensions Act 2004 (PeA 2004) empowered the then newly-formed Pensions Regulator with a raft of powers. The most innovative and significant of these powers were the moral hazard provisions in sections 38–54 of the PeA 2004. The moral hazard powers (also known as anti-avoidance powers) enable the Pensions Regulator to counter attempts designed to avoid responsibility for pension funding obligations and, ultimately, to reduce the exposure of the Pension Protection Fund (PPF). In certain circumstances, the Pensions Regulator can even look behind corporate structures to apportion pension liabilities to third parties that are connected to, or associated with, a scheme's sponsoring employer. The Pensions Regulator's moral hazard powers may take the form of: • a contribution notice (CN), which requires a specific sum to be paid into a pension scheme • a financial support direction (FSD), which requires financial support to be arranged to assist the funding of a scheme, or • a restoration order, which restores the scheme to the

ARCHIVED: This archived Practice Note looks at the contribution notice issued by the Pensions Regulator against the overseas parent company of the loss-making UK employer of the Bonas defined benefit pension scheme. Significantly, the amount of the contribution notice was reduced from £5,089,000 to the much smaller sum of £60,000 when the parties reached agreement following a summary hearing of the Upper Tribunal. The Pensions Regulator has warned that the comments from the judge at the summary hearing of the Upper Tribunal regarding the appropriate sum of the contribution notice should not be taken out of context as they relate to the particular facts of the case and so should not be relied on in other cases. This archived Practice Note is not maintained and is for background information only. For further information on contribution notices, see Practice Note: Contribution notices (CNs). Facts Michel Van de Wiele (VDW) was the Belgian parent company of Bonas Machine Company Ltd (Bonas), the sole employer of the Bonas Group Pension Scheme (the Bonas Scheme). Bonas was loss-making

THIS PRACTICE NOTE ONLY APPLIES TO DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES ARCHIVED: This archived Practice Note considers the Desmond case, which is significant because it resulted in the issue of contribution notices against individual persons. The Pensions Regulator argued that the director shareholders of Desmond & Sons Ltd avoided paying the company’s employer debt on a buy-out basis, making use instead of the weaker minimum funding basis, by arranging for the company to go into members’ voluntary liquidation on 3 June 2004. The case raised issues in relation to the motives of the director shareholders as the Regulator had to establish (at the time) that the conduct of the director shareholders was ‘otherwise than in good faith’. This archived Practice Note is for background information only. For further information on contribution notices, see Practice Note: Contribution notices (CNs). Facts Desmond & Sons Ltd (Desmonds) was a clothing manufacturer based in Northern Ireland and the sole employer of the Desmond & Sons 1975 Pensions and Life Assurance Scheme (the Desmond Scheme). Desmonds was at all

The amount that is paid into a pension scheme to secure future benefits.

Dispute Resolution analysis: Mr Justice Foxton assessed the appropriate level of contributions to a successful claimant’s legal costs following its appeal of a preliminary issue. The case, in which 114 defendants were named, involved payment of tax refunds allegedly induced by misrepresentation. The Court of Appeal made joint and several interim costs orders against various groups of defendants. The claimant enforced its entitlement against one of the groups of defendants, who then sought to recover contributions from the other groups. In making his assessment, Foxton J had to give extensive consideration to the basis on which a contribution to a costs order should be assessed, including via the Civil Liability (Contribution) Act 1978 (CL(C)A 1978), under principles of common law and equity, and via the court’s procedural discretion on costs. Written by David Juckes, barrister at Hailsham Chambers.