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


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.


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.


G9. Landlord’s licence G9.1 Where the lot is or includes leasehold land and licence to assign is required this condition G9 applies.


(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.


G9.4 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.


G9.3 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.


G9.2 The contract is conditional on that licence being obtained, by way of formal licence if that is what the landlord lawfully requires.


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.


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.


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.


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.


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;


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.


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:


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


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.


(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.


G11.3 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.


G11.2 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.


G11.6 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.


(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


G15.6 If, after completion, it is found that the sale of the lot is 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


(c) if 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


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) to submit the value specified in the special conditions to HM Revenue and Customs for the purposes of their respective capital allowance computations.


(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);


(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;


(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;


(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


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.


(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.


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:


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.


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 in 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 is to include a declaration excluding that personal liability.


(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.


(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


(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;


G19.4 The lot is sold: (a) in its condition at completion; (b) for such title as the seller may have; and (c) with no title guarantee; and the buyer has no right to terminate the contract or any other remedy if information provided about the lot is inaccurate, incomplete or missing.


G19.5 Where relevant: (a) the documents must include certified copies of those under which the practitioner is appointed, the document of appointment and the practitioner’s acceptance of appointment; and


(b) the seller may require the transfer to be by the lender exercising its power of sale under the Law of Property Act 1925.


G19.6 The buyer understands this condition G19 and agrees that it is fair in the circumstances of a sale by a practitioner.


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