SPECIAL CONDITIONS OF SALE (LOT 17) 1. Vendor Freehold Properties Limited (Company Registration Number 04201842) whose registered office is at 12 York Gate, London, NW1 4QS 2. Vendors Solicitors Philippsohn Crawfords Berwald of 21 Bentinck Street, London WIU 2EX - Telephone 020 7486 2566 - Fax: 020 7486 3085 - Ref: MH.5533.11 3. Property 131 & 131a High Street Newton Le Willows WA12 9SL 4. Tenure/Title Number The Property is leasehold and is registered at H.M. Land Registry under Title Numbers MS43505 and MS67359. 5. Occupational Lease 5.1 The Property is sold subject to and with the benefit of the lease dated 9 th January 2004 made between the Vendor (1) and Wine Cellar Limited (2) for a term of 15 years commencing on 9 th January 2004 ( the Lease ). 5.2 The Purchaser acknowledges that the solicitors acting for Wine Cellar Limited have applied or intend applying for the registration of the Lease at HM Land Registry and the Purchaser will not apply for any restriction to be entered on the registers of the title to the Property which would prevent the registering of the Lease. 6. Transfer The Transfer to the Purchaser shall be prepared in duplicate and shall contain: 6.1 The following covenants:- The Transferee covenants with the Transferor on behalf of the Transferee and its successors in title to perform and observe the following:- (i) (ii) all of the covenants on the part of the landlord contained in the Lease; and such of the covenants, conditions and restrictions which fall to be observed and performed by the Transferor (whether as original covenantor or by way of indemnity) contained, mentioned or referred
to in the entries in the property and charges registers of the above title number insofar as the same shall subsist and affect the Property and in the registered lease dated 6 th August 1861and made between The Reverend Brabazon Lowther and The Reverend Thomas Legh Claughton (1) William John Legh (2) and John Greenall (3) under which the Property is held; and to fully indemnify and keep indemnified the Transferor against all demands, claims, liabilities, damages, costs and expenses or incurred by the Transferor arising (whether directly or indirectly) from any breach nonperformance or non-observance of the same on or after the date hereof. 6.2 The provisions contained in Condition 13.2 of these Special Conditions. 6.3 The following provision:- 7. VAT The Transferor and the Transferee apply to the Chief Land Registrar to enter on the register in the appropriate manner a note that the implied covenants are modified as set out above. The Vendor warrants that it has not made and will not make prior to the contractual date of completion an election to charge Value Added Tax in respect of the Property unless obliged to do so by statute or otherwise. 8. Costs on late Completion If due to the default of the Purchaser completion does not take place at the date fixed for completion the Purchaser shall pay the Vendor s Solicitors costs plus Value Added Tax for recalculating the completion statement and serving a notice to complete and any other costs reasonably incurred due to such default. 9. Duplicate Transfer The Purchaser will execute the Transfer and Duplicate Transfer prior to completion. 10. Apportionments 10.1 If at the completion date there are any arrears of rent maintenance charges or other sums due to the Vendor under the Lease then the Purchaser will pay to the Vendor the amount of those arrears (apportioned up to and including the completion date) upon the completion date. 10.2 For the purposes of apportioning the rent paid pursuant to the Lease as between the Vendor and the Purchaser under this Agreement: 10.2.1 the day of actual completion shall be apportioned to the Vendor
10.2.2 the apportionment shall be made by dividing the said annual rent by 365 and multiplying by the number of days between the day after actual completion and the day before the relevant quarter day after actual completion (inclusive). 11. Title 11.1 Title shall be deduced by the Vendor supplying to the Purchaser an official copy of the registered title and filed plan to the Property and if the Vendor has not been registered at HM Land Registry by the completion date a certified copy of the Transfer of the Property to the Vendor shall be supplied to the Purchaser prior to the completion date. 11.2 The Purchaser shall not raise any requisition or objection if the Vendor is not yet the registered proprietor at HM Land Registry by the completion date of the Property. 11.3 If notwithstanding the aforesaid the Purchaser declines to complete the purchase of the Property on the ground that the Vendor has not yet been registered as the proprietor of the Property then on the completion date: 11.3.1 the Purchaser will pay to the Vendor an amount equal to the balance of the purchase price outstanding as a debt then due from the Purchaser for the Vendor s own use absolutely 11.3.2 the Vendor and the Purchaser will account to each other for all monies in all respects as if completion were taking place on the completion date 11.3.3 the Vendor will on receipt of the monies hold the Property on trust for the Purchaser absolutely and will if so requested by the Purchaser execute a Declaration of Trust in favour of the Purchaser in such form as the Purchaser may reasonably require 11.3.4 the Purchaser will keep the Vendor indemnified against all liability incurred by the Vendor by reason of retaining the Property on trust for the Purchaser 11.3.5 the Vendor is to be entitled to all remedies for non-payment of the amount in lieu of the balance of the purchase price other monies and to interest as if completion were to have taken place on the completion date 11.3.6 the provisions of the Standard Conditions as applicable to and varied by the General Conditions and these Special Conditions with respect to completion of the sale and purchase apply to the arrangements in this Special Condition 11.3 (apart from the transfer of the legal estate of the Property) but 11.3.7 the performance of the obligations of the Purchaser in this Special Condition 11.3 are to be treated as a discharge by performance of the
corresponding obligations of the Purchaser with respect to the completion of the purchase of the Property but of none other. 11.4 General Condition 7.1 is varied to the extent that the Property is not sold subject to any registered financial charges. 12. Reimbursement of Search Costs On completion the Purchaser will reimburse the Vendor with the cost of the Vendor s Local Authority Search for the Property. 13. Completion Date The completion date shall be 17 th March 2004. 14. Miscellaneous 14.1 If the Vendor s Solicitors (or the Vendor) receive any monies (including the Deposit) payable under this agreement from or drawn on a financial institution not regulated by the European Community Directive on the Prevention of the Use of the Financial System for the Purposes of Money Laundering (91/308/EEC) the recipient is not obliged to accept such monies and any such payment shall not be treated as a payment made in accordance with the terms of this agreement. 14.2 The Vendor is selling with Full Title Guarantee except:- 14.2.1 The words "at his own cost" in Section 2(1)(b) of the Law of Property (Miscellaneous Provisions) Act 1994 ( the Act ) are replaced by the words "at the buyer's cost" 14.2.2 The covenant implied by Section 3(1) of the Act applies only to charges or encumbrances created by the Vendor 14.2.3 For the purposes of Section 6(2) of the Act all matters now recorded in registers open to public inspection are to be considered within the actual knowledge of the Purchaser. 14.2.4 The covenant implied by Section 4(1) of the Act shall not extend to any breach of the tenant s covenants in the registered lease relating to the repair and decoration of the Property. 14.3 The Property is sold subject to any unregistered interests that override the disposition effected pursuant to this Agreement under Schedules 1, 3 and 12 of the Land Registration Act 2002. 14.4 Standard Condition 7.3.4 shall not apply and the Vendor shall be entitled to receive compensation pursuant to Standard Conditions 7.3.1 and 7.3.2 and income from the Property for the same period.
14.5 Risk in the Property passes to the Purchaser upon exchange of Agreements and Standard Conditions 5.1.3 and 8.1.3 do not apply as the tenant is responsible for insuring the Property under the Lease. 14.6 Pursuant to Section 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999 (in this clause the 1999 Act ) the parties intend that no term of these Special Conditions may be enforced by a Third Party. Reference to Third Party has the meaning given to it by the 1999 Act.