butters john bee June 2013 Property Auction Catalogue Page 76

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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.

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.

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

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

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

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

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

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

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

G15.6 If, after

completion

, it is found that the sale of the

lot

not a transfer of a going concern then:
(a) the

seller's

conveyancer is to notify the

buyer's

conveyancer of that finding and provide a

VAT

invoice

in respect of the sale of the

lot

;

(b) the

buyer

must within five

business days

of receipt

of the

VAT

invoice pay to the

seller

the

VAT

due; and

VAT

is payable because the

buyer

has not

complied with this

condition

G15, the buyer must

pay and indemnify the

seller

against all costs, interest,

penalties or surcharges that the

seller

incurs as a

result.

G16

Capital allowances

G16.1 This

condition

G16 applies where the

special

conditions

state that there are capital allowances

available in respect of the

lot

G16.2 The

seller

is promptly to supply to the

buyer

all

information reasonably required by the

buyer

in connection with the

buyer's

claim for capital

allowances.

G16.3 The value to be attributed to those items on which

capital allowances may be claimed is set out in the

special conditions

G16.4 The

seller

and

buyer

agree:

(a) to make an election on

completion

under Section

198 of the Capital Allowances Act 2001 to give effect to
this

condition

G16; and

(b) to submit the value specified in the

special

conditions

to HM Revenue and Customs for the

purposes of their respective capital allowance
computations.

G17

Maintenance agreements

G17.1 The

seller

agrees to use reasonable endeavours to

transfer to the

buyer

, at the

buyer's

cost, the benefit of

the maintenance agreements specified in the

special

conditions

G17.2 The

buyer

must assume, and indemnify the

seller

respect of, all liability under such contracts from the

actual completion date

G18

Landlord and Tenant Act 1987

G18.1 This

condition

G18 applies where the sale is a relevant

disposal for the purposes of part I of the Landlord and
Tenant Act 1987.

G18.2 The

seller

warrants that the

seller

has complied with

sections 5B and 7 of that Act and that the requisite
majority of qualifying tenants has not accepted the
offer.

G19

Sale by

practitioner

G19.1 This

condition

G19 applies where the sale is by a

practitioner

either as

seller

or as agent of the

seller

G19.2 The

practitioner

has been duly appointed and is

empowered to sell the

lot

G19.3 Neither the

practitioner

nor the firm or any member

of the firm to which the

practitioner

belongs has any

personal liability in connection with the sale or the
performance of the

seller's

obligations. The

transfer

to include a declaration excluding that personal liability.

G19.4 The

lot

is sold:

(a) in its condition at

completion

;

(b) for such title as the

seller

may have; and

buyer

has no right to terminate the contract or