G4.5 The seller does not have to produce, nor may the buyer object to or make a
requisition in relation to, any prior or superior title even if it is referred to in
the documents.
G4.6 The seller (and, if relevant, the buyer) must produce to each other such
confirmation of, or evidence of, their identity and that of their mortgagees
and attorneys (if any) as is necessary for the other to be able to comply with
applicable Land Registry Rules when making application for registration of the
transaction to which the conditions apply.
G5.
Transfer
G5.1 Unless a form of transfer is prescribed by the special conditions:
(a) the buyer must supply a draft transfer to the seller at least ten business
days before the agreed completion date and the engrossment (signed as a
deed by the buyer if condition G5.2 applies) five business days before that
date or (if later) two business days after the draft has been approved by the
seller; and
(b) the seller must approve or revise the draft transfer within five business
days of receiving it from the buyer.
G5.2 If the seller remains liable in any respect in relation to the lot (or a tenancy)
following completion the buyer is specifically to covenant in the transfer to
indemnify the seller against that liability.
G5.3 The seller cannot be required to transfer the lot to anyone other than the
buyer, or by more than one transfer.
G6.
Completion
G6.1 Completion is to take place at the offices of the seller’s conveyancer, or where
the seller may reasonably require, on the agreed completion date. The seller
can only be required to complete on a business day and between the hours
of 0930 and 1700.
G6.2 The amount payable on completion is the balance of the price adjusted to
take account of apportionments plus (if applicable) VAT and interest.
G6.3 Payment is to be made in pounds sterling and only by:
(a) direct transfer to the seller’s conveyancer’s client account; and
(b) the release of any deposit held by a stakeholder.
G6.4 Unless the seller and the buyer otherwise agree, completion cannot take place
until both have complied with their obligations under the contract and the
balance of the price is unconditionally received in the seller’s conveyancer’s
client account.
G6.5 If completion takes place after 1400 hours for a reason other than the seller’s
default it is to be treated, for the purposes of apportionment and calculating
interest, as if it had taken place on the next business day.
G6.6 Where applicable the contract remains in force following completion.
G7.
Notice to complete
G7.1 The seller or the buyer may on or after the agreed completion date but
before completion give the other notice to complete within ten business days
(excluding the date on which the notice is given) making time of the essence.
G7.2 The person giving the notice must be ready to complete.
G7.3 If the buyer fails to comply with a notice to complete the seller may, without
affecting any other remedy the seller has:
(a) terminate the contract;
(b) claim the deposit and any interest on it if held by a stakeholder;
(c) forfeit the deposit and any interest on it;
(d) resell the lot; and
(e) claim damages from the buyer.
G7.4 If the seller fails to comply with a notice to complete the buyer may, without
affecting any other remedy the buyer has:
(a) terminate the contract; and
(b) recover the deposit and any interest on it from the seller or, if applicable,
a stakeholder.
G8.
If the contract is brought to an end
If the contract is lawfully brought to an end:
(a) the buyer must return all papers to the seller and appoints the seller its
agent to cancel any registration of the contract; and
(b) the seller must return the deposit and any interest on it to the buyer (and
the buyer may claim it from the stakeholder, if applicable) unless the seller is
entitled to forfeit the deposit under condition G7.3.
G9.
Landlord’s licence
G9.1 Where the lot is or includes leasehold land and licence to assign is required
this condition G9 applies.
G9.2 The contract is conditional on that licence being obtained, by way of formal
licence if that is what the landlord lawfully requires.
G9.3 The agreed completion date is not to be earlier than the date five business
days after the seller has given notice to the buyer that licence has been
obtained.
G9.4 The seller must:
(a) use all reasonable endeavours to obtain the licence at the seller’s
expense; and
(b) enter into any authorised guarantee agreement properly required.
G9.5 The buyer must:
(a) promptly provide references and other relevant information; and
(b) comply with the landlord’s lawful requirements.
G9.6 If within three months of the contract date (or such longer period as the seller
and buyer agree) the licence has not been obtained the seller or the buyer
may (if not then in breach of any obligation under this condition G9) by notice
to the other terminate the contract at any time before licence is obtained.
That termination is without prejudice to the claims of either seller or buyer
for breach of this condition G9.
G10.
Interest and apportionments
G10.1 If the actual completion date is after the agreed completion date for any
reason other than the seller’s default the buyer must pay interest at the
interest rate on the price (less any deposit paid) from the agreed completion
date up to and including the actual completion date.
G10.2 Subject to condition G11 the seller is not obliged to apportion or account for
any sum at completion unless the seller has received that sum in cleared
funds. The seller must pay to the buyer after completion any sum to which
the buyer is entitled that the seller subsequently receives in cleared funds.
G10.3 Income and outgoings are to be apportioned at actual completion date
unless:
(a) the buyer is liable to pay interest; and
(b) the seller has given notice to the buyer at any time up to completion
requiring apportionment on the date from which interest becomes payable by
the buyer; in which event income and outgoings are to be apportioned on the
date from which interest becomes payable by the buyer.
G10.4 Apportionments are to be calculated on the basis that:
(a) the seller receives income and is liable for outgoings for the whole of the
day on which apportionment is to be made;
(b) annual income and expenditure accrues at an equal daily rate assuming
365 days in a year, and income and expenditure relating to some other period
accrues at an equal daily rate during the period to which it relates; and
(c) where the amount to be apportioned is not known at completion
apportionment is to be made by reference to a reasonable estimate and
further payment is to be made by seller or buyer as appropriate within five
business days of the date when the amount is known.
G11.
Arrears
Part 1 Current rent
G11.1 “Current rent” means, in respect of each of the tenancies subject to which
the lot is sold, the instalment of rent and other sums payable by the tenant
in advance on the most recent rent payment date on or within four months
preceding completion.
G11.2 If on completion there are any arrears of current rent the buyer must
pay them, whether or not details of those arrears are given in the special
conditions.
G11.3 Parts 2 and 3 of this condition G11 do not apply to arrears of current rent.
Part 2 Buyer to pay for arrears
G11.4 Part 2 of this condition G11 applies where the special conditions give details
of arrears.
G11.5 The buyer is on completion to pay, in addition to any other money then due,
an amount equal to all arrears of which details are set out in the special
conditions.
G11.6 If those arrears are not old arrears the seller is to assign to the buyer all
rights that the seller has to recover those arrears.
Part 3 Buyer not to pay for arrears
G11.7 Part 3 of this condition G11 applies where the special conditions:
(a) so state; or
(b) give no details of any arrears.
G11.8 While any arrears due to the seller remain unpaid the buyer must:
(a) try to collect them in the ordinary course of management but need not
take legal proceedings or forfeit the tenancy;
(b) pay them to the seller within five business days of receipt in cleared
funds (plus interest at the interest rate calculated on a daily basis for each
subsequent day’s delay in payment);
(c) on request, at the cost of the seller, assign to the seller or as the seller
may direct the right to demand and sue for old arrears, such assignment to
be in such form as the seller’s conveyancer may reasonably require;
(d) if reasonably required, allow the seller’s conveyancer to have on loan the
counterpart of any tenancy against an undertaking to hold it to the buyer’s
order;
(e) not without the consent of the seller release any tenant or surety from
liability to pay arrears or accept a surrender of or forfeit any tenancy under
which arrears are due; and
(f) if the buyer disposes of the lot prior to recovery of all arrears obtain from
the buyer’s successor in title a covenant in favour of the seller in similar form
to part 3 of this condition G11.
G11.9 Where the seller has the right to recover arrears it must not without the
buyer’s written consent bring insolvency proceedings against a tenant or seek
the removal of goods from the lot.
G12.
Management
G12.1 This condition G12 applies where the lot is sold subject to tenancies.
G12.2 The seller is to manage the lot in accordance with its standard management
policies pending completion.
G12.3 The seller must consult the buyer on all management issues that would affect
the buyer after completion (such as, but not limited to, an application for
licence; a rent review; a variation, surrender, agreement to surrender or
proposed forfeiture of a tenancy; or a new tenancy or agreement to grant a
new tenancy) and:
(a) the seller must comply with the buyer’s reasonable requirements unless
to do so would (but for the indemnity in paragraph (c)) expose the seller to a
liability that the seller would not otherwise have, in which case the seller may
act reasonably in such a way as to avoid that liability;
(b) if the seller gives the buyer notice of the seller’s intended act and the
buyer does not object within five business days giving reasons for the
objection the seller may act as the seller intends; and
(c) the buyer is to indemnify the seller against all loss or liability the seller
incurs through acting as the buyer requires, or by reason of delay caused by
the buyer.
G13.
Rent deposits
G13.1 This condition G13 applies where the seller is holding or otherwise entitled to
money by way of rent deposit in respect of a tenancy. In this condition G13
“rent deposit deed” means the deed or other document under which the rent
deposit is held.
G13.2 If the rent deposit is not assignable the seller must on completion hold
the rent deposit on trust for the buyer and, subject to the terms of the
rent deposit deed, comply at the cost of the buyer with the buyer’s lawful
instructions.
G13.3 Otherwise the seller must on completion pay and assign its interest in the
rent deposit to the buyer under an assignment in which the buyer covenants
with the seller to:
(a) observe and perform the seller’s covenants and conditions in the rent
deposit deed and indemnify the seller in respect of any breach;
(b) give notice of assignment to the tenant; and
(c) give such direct covenant to the tenant as may be required by the rent
deposit deed.
G14.
VAT
G14.1 Where a sale condition requires money to be paid or other consideration to
be given, the payer must also pay any VAT that is chargeable on that money
or consideration, but only if given a valid VAT invoice.
G14.2 Where the special conditions state that no VAT option has been made the
seller confirms that none has been made by it or by any company in the same
VAT group nor will be prior to completion.
G15.
Transfer as a going concern
G15.1 Where the special conditions so state:
(a) the seller and the buyer intend, and will take all practicable steps (short
of an appeal) to procure, that the sale is treated as a transfer of a going
concern; and
(b) this condition G15 applies.
G15.2 The seller confirms that the seller
(a) is registered for VAT, either in the seller’s name or as a member of the
same VAT group; and
(b) has (unless the sale is a standard-rated supply) made in relation to the lot
a VAT option that remains valid and will not be revoked before completion.
G15.3 The buyer confirms that:
(a) it is registered for VAT, either in the buyer’s name or as a member of a
VAT group;
(b) it has made, or will make before completion, a VAT option in relation to
the lot and will not revoke it before or within three months after completion;
(c) article 5(2B) of the Value Added Tax (Special Provisions) Order 1995 does
not apply to it; and
(d) it is not buying the lot as a nominee for another person.
G15.4 The buyer is to give to the seller as early as possible before the agreed
completion date evidence:
(a) of the buyer’s VAT registration;
(b) that the buyer has made a VAT option; and
(c) that the VAT option has been notified in writing to HM Revenue and
Customs; and if it does not produce the relevant evidence at least two
business days before the agreed completion date, condition G14.1 applies at
completion.
G15.5 The buyer confirms that after completion the buyer intends to:
(a) retain and manage the lot for the buyer’s own benefit as a continuing
business as a going concern subject to and with the benefit of the tenancies;
and
(b) collect the rents payable under the tenancies and charge VAT on them
