THE LAW SOCIETY OF IRELAND PARTICULARS AND CONDITIONS OF SALE OF APT 3, KILCRONA, REVAGH ROAD, SALTHILL, GALWAY SALE BY PUBLIC AUCTION on Friday 17 th April 2015 at 3.00pm in The Harbour Hotel, The Docks, Galway VENDOR: BRIDGE DEVELOPMENT COMPANY LIMITED VENDORS' SOLICITORS: BLAKE & KENNY ADDRESS: 2 ST. FRANCIS STREET, GALWAY REF: MM/VF/10981M
I being the Spouse of the under-named Vendor hereby, for the purposes of Section 3, Family Home Protection Act, 1976, consent to the proposed sale of the property described in the within Particulars at the price mentioned below. SIGNED by the said Spouse in the presence of:- MEMORANDUM OF AGREEMENT made this day of 2015 BETWEEN BRIDGE DEVELOPMENT COMPANY LIMITED of 54 Dominick Street, Galway Vendor AND Purchaser whereby it is agreed that the Vendor shall sell and the Purchaser shall purchase in accordance with the annexed Special and General Conditions of Sale the property described in the within Particulars at the purchase price mentioned below. Sale Price Closing Date: Less Deposit Interest Rate: 7% per annum Balance Signed Signed (Vendor) (Purchaser) Witness Witness Occupation: Address: Occupation: Address: As Stakeholder I/We acknowledge receipt of Bank Draft/cheque for deposit. in respect of SIGNED
PARTICULARS AND TENURE ALL THAT AND THOSE the property known as Apartment No. 3, Kilcrona, Revagh Road, Salthill, Galway being part of the lands in the Townland of Attythomasrevagh, Parish of Rahoon, Borough, Barony and County of Galway held under an Indenture of Lease dated 16 th August 1996 and made between Patrick & Geraldine Crehan of the First Part, Kilcrona House Management Company Limited of the Second Part and Una Kelleher of the Third Part
DOCUMENTS SCHEDULE 1. Original Assignment dated 13 th January 2005 Barry Kelleher & Caitriona Hartmann, Attorneys at Law for Una Kelleher of the One Part and Bridge Development Co Ltd of the Other Part 2. Original Lease dated 16 th August 1996 - Patrick & Geraldine Crehan of the First Part, Kilcrona House Management Company Limited of the Second Part and Una Kelleher of the Third Part 3. Original Family Home Declaration of Patrick & Geraldine Crehan dated 23 rd February 1996 4. Original Opinion on Compliance with Planning Permission of Conor Kelly, Simon J. Kelly & Partners, Architects, dated 21 st February 1996 5. Original Architect s Opinion on Compliance with Building Regulations of Conor Kelly, Simon J. Kelly & Partners, dated 8 th August 1996 6. Certified copy An Bord Pleanala Permission Ref. No. PL61.092435 7. Certified copy An Bord Pleanala Decision Ref. No. PL61.DT.141 re Financial Contribution payable under Condition 8 of PL61.092435 (484/93) 8. Original letter & receipt from Galway Corporation dated 13 th February 1996 confirming compliance with Condition 8 of Planning Permission Ref. No. 484/93 9. Certified copy Declaration of Identity of Conor Kelly, B. Arch dated 23 rd February 1996 10. Certified copy letter from Galway Corporation dated 4 th February 1993 re Roads & Services 11. Certified copy Conveyance dated 17 th July 2001 Patrick & Geraldine Crehan to Kilcrona House Management Co Ltd 12. BER Certificate & Advisory Report 13. NPPR Receipts 14. Household Charge Receipt 15. Local Property Tax Receipt
SEARCHES SCHEDULE Negative Search in the Registry of Deeds on the Index of Names only for all acts affecting the subject property by the Vendor from day of 20 to day of 20 NONE
GENERAL CONDITIONS OF SALE The General Conditions referred to in this Agreement for Sale are the Law Society of Ireland General Conditions of Sale 2009 Edition. SPECIAL CONDITIONS 1. Save where the context otherwise requires or implies or the text hereof expresses to the contrary, the definitions and provisions as to the interpretation set forth in the within General Conditions shall be applied for the purposes of these Special Conditions. 2. The said General Conditions shall: (a) (b) apply to the sale in so far as the same are not hereby altered or varied, and these Special Conditions shall prevail in case of any conflict between them and the General Conditions. be read and construed without regard to any amendment therein, unless such amendment shall be referred to specifically in these Special Conditions. 3. 1.1 In this special condition: Adjustment Period has the meaning attributed to that term under Section 12E(2) of the VAT Act; Assignment, Surrender and Immovable Goods have the meanings attributed to those terms by Section 1 of the VAT Act; Capital Goods has the meaning attributed to that term under Section 1 and Section 12E(1) of the VAT Act; Freehold Equivalent Interest has the meaning attributed to that term under Section 1 and Section 3(1C) of the VAT Act; Interest has the meaning attributed to that term in Section 4(1)(b) of the VAT Act; Refurbishment has the meaning attributed to that term under Section 12E(2) of the VAT Act; VAT means Value Added Tax; and VAT Act mans the Value Added Tax Act, 1972 (as amended) and related VAT regulations. 1.2 Save as may be provided in any other clause of this Condition 3, the Purchaser shall pay to the Vendor the amount of any VAT as shall be exigible in relation to the Sale, same to be calculated in accordance with the provisions of the VAT Act and the Purchaser
shall pay this amount to the Vendor on the later of the completion of the Sale or where an invoice is required to be issued by the Vendor in accordance with the provisions of the VAT Act on delivery of such invoice to the Purchaser [and to the extent that the sale of the Subject Property is of an Interest in respect of which a joint option to tax under Section 4C(6)(b) of the VAT Act may be exercised, such joint option is so exercised.] 1 1.3 In the case where the Sale is exempt subject to the option to tax as provided in Section 4B(5) of the VAT Act and the Subject Property being a freehold or Freehold Equivalent Interest comprises or includes any Capital Good in respect of which the Adjustment Period remains unexpired, the option to tax the Sale under Section 4B(5) of the VAT Act is hereby exercised jointly by the Vendor and Purchaser such that the Purchaser will account for relevant VAT arising on the sale on a reverse charge basis in accordance with the provisions of Section 4B(6) of the VAT Act [ or In the case where the sale of the Subject Property, being a freehold or Freehold Equivalent Interest, is exempt from VAT (notwithstanding the fact that it is exempt), on completion of addition to the Purchase Price, the Purchaser shall pay to the Vendor the sum of [ ] being the agreed amount to be paid by the Purchaser to the Vendor in respect of the Vendor s liability to account to the Revenue under Section 12E(7)(b) of the VAT Act as a consequence of this sale.] 1.4 In the case where the Sale is by way of Assignment or Surrender of an interest in Immovable Goods to which Section 4C(4) of the VAT Act applies and the Purchaser is a person referred to in one or more of (a), (b) or (c) of Section 4(8) of the VAT Act, which status the Purchaser hereby warrants to the Vendor, the provisions of clauses 3.2 and 3.3 shall not apply and the following provisions of this clause 3.4 shall apply: 1.4.1 The Purchaser shall account to the Revenue Commissioners for any VAT arising in relation to the Assignment or Surrender in accordance with Section 4C(7) and Section 4(8) of the VAT Act. 1 Use only in the case of an assignment or surrender of a Legacy Lease where the Vendor is a person who had no right to a deduction under Section 12 of the VAT Act on an acquisition or development of the Subject Property which occurred prior to 1 July 2008 but is exercising the option to tax in order to recoup VAT on the acquisition or development of the Subject Property where Section 4(8) of the Act does not apply (see sub-clause 3.4.3 for corresponding provision where Section 4(8) of the Act does apply).
1.4.2 The Purchaser shall indemnify and keep indemnified the Vendor from and against any loss, cost or liability which arises as a result of the breach by the Purchaser of such warranty. 1.4.3 In the case where the Subject Property is still in the Adjustment Period and the Vendor is a person referred to in Section 4C(2) of the VAT Act and the joint option to tax the sale under Section 4C(6)(b) of the VAT Act may be exercised, such joint option is so exercised.] 2 1.5 In the case where the Sale of the Subject Property is the Assignment or Surrender for a premium or other consideration paid to the Vendor of a lease created after 30 June 2008 not being a Freehold Equivalent Interest, is treated for the purposes of the VAT Act as the supply of a taxable service, the Purchaser shall on completion pay to the Vendor the amount of any VAT as shall be exigible in relation to the premium or other consideration on the Assignment or Surrender, same to be calculated in accordance with the provisions of the VAT Act and the Purchaser shall pay this amount to the Vendor on the later of the completion of the Sale or where an invoice is required to be issued by the Vendor, in accordance with the provisions of the VAT Act on delivery of such an invoice to the Purchaser. 1.6 In the case where the Sale of the Subject Property is the Assignment or Surrender of a lease for a reverse premium paid by the Vendor, the Vendor shall on completion pay to the Purchaser the amount of any VAT as shall be exigible in relation to the reverse premium for the Assignment or Surrender, same to be calculated in accordance with the provisions of the VAT Act and the Vendor shall pay this amount to the Purchaser on the later o the completion of the Sale or where an invoice is required to be issued by the Purchaser, in accordance with the provisions of the VAT Act on delivery of such an invoice to the Vendor. 1.7 In the case where the Sale is by way of Assignment or Surrender of a lease the Purchaser undertakes to be responsible for all obligations of the Vendor under the Act (as provided in Section 12E(8) of the VAT Act) which arise in respect of the Refurbishment of the Subject Property comprising the following works: [insert details of works] 2 Use only on assignment or surrender of a Legacy Lease during the Adjustment Period where the Vendor is a person who had no right to a deduction under Section 12 of the VAT Act on an acquisition or development of the Subject Property which occurred prior to 1 July 2008 but is an exempt person exercising the option to tax to recoup VAT on the acquisition or development of the Subject Property where Section 4(8) of the VAT Act applies.
TITLE 1.8 In the case where the Sale is one to which Section 3(5)(b)(iii) of the VAT Act applies, the Purchaser warrants to the Vendor that the Purchaser is a taxable person for the purpose of the VAT Act and the Purchaser has taken or will take all steps necessary to be taken on the Purchaser s part so that the Sale will qualify for the exemption from VAT under that Section. The Purchaser shall indemnify and keep indemnified the Vendor against any loss, cost or liability which arises as a result of such warranty being or becoming untrue or incorrect in any respect. 1.9 At or prior to the signing hereof, the Vendor has supplied the Purchaser with such information, copies of such VAT records for the period up to the latest date prior to the date hereof for the filing of returns in relation to any Capital Good which the Subject Property comprises, and if applicable, a draft of any statement required to be supplied by the Vendor to the Purchaser under the VAT Act as the Purchaser may reasonably require to enable the Purchaser on becoming the owner of the Property to comply with the Purchaser s obligations under the VAT Act. The Purchaser confirms for the purpose of the Sale that the Purchaser is satisfied with the information, copy records and, if applicable, such draft statement so supplied. THE FOLLOWING SPECIAL CONDITION (3.10) IS REQUIRED IN RELATION TO SALE OF LAND ON OR AFTER 1 ST DECEMBER 2009 TO ENSURE THAT IN A TAXABLE SALE OF LAND VAT WILL NOT BE CHARGEABLE AT THE TIME OF ENTRY INTO THE CONTRACT, BUT RATHER WILL BE CHARGEABLE AT THE TIME THE PURCHASE PRICE IS PAID, OWNERSHIP OR POSSESSION IS HANDED OVER, OR A VAT INVOICE IS ISSUED FOR THE SALE, WHICHEVER FIRST OCCURS (SEE GAZETTE NOVEMBER 2009 EDITION PAGE 51) 1.10 If VAT is chargeable on the sale of the Subject Property as the supply of a good or a service, Section 52(1) of the Land and Conveyancing Law Reform Act 2009 shall not apply to the Sale. 4. The Title to the property shall commence with Indenture of Lease dated 16 th August 1996 referred to at No. 1 of the Documents Schedule hereto and shall be deduced therefrom. No objection requisition or enquiry shall be raised or entertained in relation to prior Title. No further documents shall be called for or supplied
CONFLICT 5. Should there be any conflict between the terms of this Agreement and the terms of any other Agreement, written or oral, between the Vendor or the Purchaser(s), or their agents, in relation to the sale of the within described property the terms of the within Agreement shall apply PLANNING 6. The Vendor shall not be called upon to provide any further evidence of compliance with Planning Permission since the issue of the Certificates of Compliance with Planning Permission and Building Regulations of Conor Kelly, dated 21 st February 1996 and 8 th August 1996 respectively, apart from a Statutory Declaration of the Vendor that no development has taken place since the issue of said Certificates which would have required Planning Permission. In this regard, condition 36 of the General Conditions of Sale is amended accordingly. Furthermore, no objection or requisition shall be raised in relation to planning permission or building regulation approval ROADS & SERVICES 7. The Purchaser(s) shall conclusively presume that the property abuts a public road which is in charge and shall not seek any further evidence of same ENTIRE AGREEMENT AND REPRESENTATIONS 8. The Purchaser agrees and accepts that (a) (b) (c) (d) no statement or measurement contained in any brochure or advertisement issued by the Vendor or any Agent or on behalf of the Vendor relating to the property shall constitute a representation inducing the Purchaser to enter into the sale or any warranty forming part of this Agreement any statement, description or measurement contained in any such particulars or any verbal form given by or on behalf of the Vendors are for illustration purposes only and not to be taken as a matter of fact This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes and extinguishes any representations or warranties (if any) previously given or made except those contained in this Agreement and no variation shall be effective unless agreed and signed by the parties or by some person duly authorised by each of them General Condition 33 of the General Conditions of Sale shall be read subject to this Special Condition
9. The Vendor reserves the right to amend the Contract prior to Auction 10. The Vendor shall discharge all Local Property Tax relating to the Subject Property in advance of the completion of the sale and furnish the Purchaser with confirmation of payment on completion of the sale. The amount paid by the Vendor in respect of the Local Property Tax relating to the Subject Property shall be apportioned as between the Vendor and the Purchaser in accordance with the provisions of the General Condition 27. General Condition 8 (c) and General Condition 27 are amended accordingly 11. The Property in sale is subject to a Charge in favour of IBRC (formerly Anglo Irish Bank Corporation plc). The Purchaser shall accept on completion the Vendors Solicitor's undertaking to discharge said Charge out of the sale proceeds and to furnish evidence of edischarge or Deed of Discharge/Vacated Mortgage as soon as possible after completion of the sale, together with the appropriate registration fees payable thereon, if applicable 12. The Purchaser shall accept such evidence of identity as may be gathered from the description in the copy documents specified in the Documents Schedule hereto. The Purchaser shall be deemed to be aware of the physical boundaries, fences, ditches, hedges or walls of the subject property and the Vendor shall not be required to define same or to specify what boundaries, if any, are of a party nature or separately identify parts of the subject property held under different titles 13. The property is being sold as is. By executing the within Contract, the Purchaser shall be deemed to have inspected the property in sale and to have purchased same with full knowledge of the state of repair thereof as regards condition, state of repair of walls, party walls, roads and services, layout, access thereto, planning and other like matters and shall take the property as it is 14. The Purchaser hereby undertakes to accept at the closing of the within sale Membership in the Management Company and agrees to retain Membership of the said Management Company for the duration of their ownership of the subject property and upon any sale or transfer of ownership of the subject property, to take all steps necessary to compel any Purchaser or Transferee of their interest in said property, to likewise apply for, accept and retain and pass on Membership in the Management Company during the Purchasers period of ownership of the subject property 15. The Property in sale is subject to a Charge in favour of Anglo Irish Bank Corporation plc. The Purchaser shall accept on completion the Vendors Solicitor's undertaking to discharge said Charge out of the sale proceeds and to furnish evidence of edischarge or Deed of Discharge/ Vacated Mortgage as soon as possible after completion of the said sale, together with the appropriate registration fees payable thereon, if applicable 16. No Contract shall be deemed to exist between the parties hereto until both parts of the Contract have been signed by the Vendors and the Purchasers, and the deposit paid in full and accepted
THE LAW SOCIETY OF IRELAND ---------------------------------------------------- PARTICULARS AND CONDITIONS OF SALE 2009 EDITION Blake & Kenny, Solicitors, 2 St. Francis Street, Galway. Law Society General Conditions of Sale 2009 Edition Law Society of Ireland Our Ref: MM/VF/10981M